POYNTING HOLDINGS LIMITED - General Issue of Shares for Cash

General Issue of Shares for Cash

POYNTING HOLDINGS LIMITED
Incorporated in the Republic of South Africa
(Registration number 1997/011142/06)
Share code: POY ISIN: ZAE000121299
(“Poynting” or “the Company”)


GENERAL ISSUE OF SHARES FOR CASH



Introduction

Poynting shareholders are advised that Poynting has issued a total of 16 million ordinary shares for cash to
PSG Private Equity Proprietary Limited, a wholly-owned subsidiary of PSG Group Limited (“cash issue”),
representing 16.9% of the issued share capital of Poynting, in terms of a general authority to issue shares for
cash granted at the Company’s annual general meeting which was held on 16 January 2013.

Consideration and number of shares issued in terms of the cash issue

In total 16 million ordinary shares were issued at a price of R1.58 per share (representing a 4.8% premium to
the 30 day volume weighted average traded price of the Company’s shares on 19 December 2013, being the
date the cash issue was agreed between the Company and subscribers) for a total consideration of
R25.28 million.

A total cash amount of R25.28 million has been raised in terms of the cash issue and the new Poynting
shares issued will rank pari passu with the existing shares in issue.

PSG Private Equity Proprietary Limited is a public shareholder, as defined in paragraphs 4.25 and 4.26 of
the JSE Limited Listings Requirements.

Application of proceeds of the cash issue

The majority of the proceeds will be used to fund Poynting’s organic and acquisitive growth. The timing in
terms of when the funds will be utilised is not yet known. Until such funds are utilised, they will be held in an
interest bearing account.

Pro forma financial effects

The table below sets out the pro forma financial effects of the cash issue on Poynting’s basic earnings per
share, headline earnings per share, net asset value per share and tangible net asset value per share.
The pro forma financial effects have been prepared to illustrate the impact of the cash issue on the reported
financial information of Poynting for the year ended 30 June 2013, had the cash issue occurred on 1 July
2012 for statement of comprehensive income purposes and on 30 June 2013 for statement of financial
position purposes.
The pro forma financial effects have been prepared using accounting policies that comply with IFRS and that
are consistent with those applied in the Annual Report of Poynting for year ended 30 June 2013.
The pro forma financial effects which are the responsibility of the directors are provided for illustrative
purposes only and, because of their pro forma nature may not fairly present Poynting’s financial position,
changes in equity, results of operations or cash flow.
                                                               Before the           After the            %
                                                               cash issue          cash issue         Change
 Basic earnings per share (cents)                                    10.48               9.92             (5)
 Headline earnings per share (cents)                                 10.48               9.92             (5)
 Net asset value per share (cents)                                   54.43              69.36             27
 Tangible net asset value per share (cents)                          39.66              56.73             43
 Weighted average number of shares in issue                    93 921 053         109 921 053
 Total number of shares in issue                               94 604 275         110 604 275

Notes:
1.       The “Before the cash issue” basic earnings and headline earnings per Poynting share have been
         extracted without adjustment from the Annual Report for the year ended 30 June 2013. The “Before
         the cash issue” net asset value and net tangible asset value per Poynting share has been calculated
         from the financial information presented in the Annual Report of Poynting for the year ended 30 June
         2013. The “After the cash issue” column reflects the pro forma effects of the cash issue on Poynting.
2.       There are no post reporting date events which require adjustment of the pro forma financial effects.
3.       16 million shares have been issued at R1.58 per share in terms of the cash issue, thereby raising
         R25.28 million.
4.       All adjustments, with the exception of transaction costs directly attributable to the cash issue are
         expected to have a continuing effect on the financial results of Poynting
5.       The effects on basic earnings per share and headline earnings per share are calculated based on the
         assumption that the cash issue was effected on 1 July 2012.
6.       The effects on net asset value per share and tangible net asset value per share are calculated based
         on the assumption that the cash issue was effected on 30 June 2013.
7.       The proceeds will be used to fund Poynting’s organic and acquisitive growth. The funds will be held in
         an interest bearing account and will earn interest at 5.1% p.a.
8.       Poynting’s income tax rate of 12.4% for the year ended 30 June 2013 is assumed.


Johannesburg
27 December 2013

Designated Adviser
Merchantec Capital

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