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Posting of circular, notice of GM, pro forma financial effects and withdrawal of cautionary announcement
POYNTING HOLDINGS LIMITED
Incorporated in the Republic of South Africa
(Registration number 1997/011142/06)
Share code: POY ISIN: ZAE000121299
(“Poynting” or “the Company”)
POSTING OF CIRCULAR, NOTICE OF GENERAL MEETING, PRO FORMA FINANCIAL EFFECTS AND
WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
1. POSTING OF CIRCULAR
Further to the announcement released on SENS on 6 March 2014, and using the terms defined therein unless
otherwise stated, shareholders are hereby advised that the circular containing full details of, inter alia, the Specific
Issue as well as a notice to convene a general meeting of Poynting shareholders in order to consider and, if
deemed fit to pass, with or without modification, the resolutions necessary to approve and implement, inter alia,
the Specific Issue, has been distributed today, 25 April 2014 and is available on the Company’s website, being
www.poynting.co.za.
2. NOTICE OF GENERAL MEETING
Notice is hereby given that a general meeting of shareholders of the Company will be held at 10:00 on Tuesday,
27 May 2014 at the registered office of Poynting, 33 Thora Crescent, Wynberg, Sandton, 2090, to conduct the
business stated in the notice of general meeting, which is contained in the circular.
The board of directors of the Company determined that the record date for the purposes of determining which
shareholders of the Company are entitled to participate in and vote at the general meeting is Friday, 16 May
2014. Accordingly the last day to trade in Poynting shares in order to be recorded in the Register to be entitled to
vote will be Friday, 9 May 2014.
3. PRO FORMA FINANCIAL EFFECTS
The two scenarios below sets out the pro forma financial effects of the Specific Issue on Poynting’s basic
earnings per share, diluted earnings per share, headline earnings per share, diluted headline earnings per share,
net asset value per share and tangible net asset value per share. The reason for the two scenarios is based on
the fact that the Specific Issue has two possible outcomes. The two scenarios are set out as follows:
Scenario 1: Illustrating the effect of Poynting redeeming the Preference Shares on the Final Redemption Date
(“Redemption”); and
Scenario 2: Illustrating the effect of PSG Private Equity converting the Preference Shares immediately after their
issue into the Conversion Shares (“Conversion”).
The pro forma financial effects have been prepared to illustrate the impact of the Specific Issue on the reported
unaudited condensed consolidated interim results of Poynting for the six months ended 31 December 2013
(adjusted for the reviewed financial information of Aucom for the six months ended 31 December 2013), had the
Specific Issue occurred on 1 July 2013 for statement of comprehensive income purposes and on 31 December
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 audited results of Poynting and Aucom for the 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 nor the effect and impact of the Specific Issue going forward.
The full financial effects are included in Annexure 1 to the circular and should be read in conjunction with the
reporting accountants’ report on the pro forma financial information of Poynting as set out in Annexure 2 to the
circular.
Scenario 1: Redemption
Poynting Before the Pro forma
six months ended Specific After the %
31-Dec-2013(1) Issue(2) Specific Issue(3) Change(6)
Basic earnings per share (cents) 4.11 6.55 4.81 (27)
Diluted earnings per share (cents) 3.99 6.44 5.42 (16)
Headline earnings per share (cents) 4.10 6.55 4.81 (27)
Diluted headline earnings per share(cents)(5) 3.99 6.44 5.41 (16)
Net asset value per share (cents) 74.65 73.91 74.11 0.3
Tangible net asset value per share(cents)(5) 62.49 45.47 45.66 0.4
Weighted average number of shares in issue 92 140 231 158 140 231 158 140 231 -
Total number of shares in issue 107 921 053 173 921 053 173 921 053 -
Notes:
1. Extracted without adjustment from the unaudited condensed consolidated interim results of Poynting for the six months
ended 31 December 2013.
2. Based on the unaudited condensed consolidated interim results of Poynting for the six months ended 31 December
2013, taking into account Aucom’s reviewed condensed interim results for the six months ended 31 December 2013 and
the effects of the costs associated with the Aucom Acquisition incurred by Poynting.
3. The financial information included in the "After the Specific Issue" column has been prepared taking into account the
following:
- Transaction costs of R549 381 were included in the pro forma operating expenses.
- 20 400 000 Preference Shares were issued for a total subscription consideration of R51 000 000.
- A preference dividend of R2 203 200 has been paid at a rate of prime plus 3%, net of corporate tax (currently
8.64%).
- 20 400 000 Preference Shares were redeemed for a total consideration of R51 000 000.
- No interest income was taken into account on the proceeds of R51 000 000.
4. All adjustments, with the exception of transaction costs directly attributable to the Specific Issue are expected to have a
continuing effect on the financial results of Poynting.
5. For both the net asset value per share and tangible net asset value per share calculations, the total number of shares in
issue has been applied.
6. The percentage change column is measured as the “After the Specific issue” column as a percentage of the “Before the
Specific Issue”) column.
Scenario 2: Conversion
Poynting Before the Pro forma
six months ended Specific After the %
31-Dec-2013(1) Issue(2) Specific Issue(3) Change(6)
Basic earnings per share (cents) 4.11 6.55 5.50 (16)
Diluted earnings per share (cents) 3.99 6.44 5.42 (16)
Headline earnings per share (cents) 4.10 6.55 5.49 (16)
Diluted headline earnings per share(cents) 3.99 6.44 5.41 (16)
Net asset value per share (cents)(5) 74.65 73.91 92.12 25
Tangible net asset value per share(cents)(5) 62.49 45.47 66.66 47
Weighted average number of shares in issue 92 140 231 158 140 231 178 540 231 13
Total number of shares in issue 107 921 053 173 921 053 194 321 053 12
Notes:
1. Extracted without adjustment from the unaudited condensed consolidated interim results of Poynting for the six months
ended 31 December 2013.
2. Based on the unaudited condensed consolidated interim results of Poynting for the six months ended 31 December
2013, taking into account Aucom’s reviewed condensed interim results for the six months ended 31 December 2013 and
the effects of the costs associated with the Aucom Acquisition incurred by Poynting.
3. The financial information included in the "After the Specific Issue" column has been prepared taking into account the
following:
- Transaction costs of R549 381 were included in the pro forma operating expenses.
- 20 400 000 Preference Shares were issued for a total subscription consideration of R51 000 000, which were
immediately converted into 20 400 000 Conversion Shares.
- No interest income was taken into account on the proceeds of R51 000 000.
4. All adjustments, with the exception of transaction costs directly attributable to the Specific Issue are expected to have a
continuing effect on the financial results of Poynting.
5. For both the net asset value per share and tangible net asset value per share calculations, the total number of shares in
issue has been applied.
6. The percentage change column is measured as the “After the Specific issue” column as a percentage of the “Before the
Specific Issue”) column.
4. WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
Shareholders are referred to the cautionary announcement dated 12 February 2014 and the subsequent renewal
of cautionary announcement dated 6 March 2014, are hereby advised that further to the pro forma financial
effects contained in this announcement, caution is no longer required to be exercised by shareholders when
dealing in Poynting securities.
Johannesburg
25 April 2014
Corporate and Designated Adviser to Poynting
Merchantec Capital
Auditors and reporting accountants to Poynting
KPMG Inc.
Corporate Advisor to PSG Private Equity
PSG Capital
Date: 25/04/2014 02:06:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
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indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
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