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General issue of shares for cash
Consolidated Infrastructure Group Limited
(Incorporated in the Republic of South Africa)
(Registration number 2007/004935/06)
JSE share code: CIL ISIN: ZAE000153888
(“CIG” or “the company”)
GENERAL ISSUE OF SHARES FOR CASH
Introduction
CIG shareholders are advised that CIG has issued a total of 12 million new CIG shares for cash (“cash issue”),
representing 8.92% of the issued share capital of CIG, in terms of a general authority to issue shares for cash
granted at the company’s annual general meeting which was held on 2 April 2014.
Consideration and number of shares issued in terms of the cash issue
In total 12 million shares were issued at a price of R27 per share (a 3.73% discount to the 30 day volume
weighted average traded price of the company’s shares prior to 24 June 2014, being the date the issue was
agreed between the company and subscribers under the cash issue).
A total cash amount of R324 million has been raised in terms of the cash issue and the new CIG shares issued
rank pari passu with the existing shares in issue.
The new CIG shares were placed with public shareholders, as defined in paragraphs 4.25 and 4.26 of the JSE
Listings Requirements.
Application of proceeds of the cash issue
CIG has, subject to due diligence and other regulatory approvals, signed a binding offer to acquire 100% of the
shares in Tension Overhead Electrification (Pty) Ltd trading as Transactionel Enterprise (“Transactionel”), a
company specialising in electrification in the Railways Sector, for a purchase consideration which is expected
to be in the range from R111 million to R141 million. Up to R90 million of the proceeds of the cash issue will
be utilised to partly settle the purchase consideration of the Transactionel shares to be acquired. The
Transactionel acquisition is not categorisable in terms of section 9 of the JSE Listings Requirements and
accordingly no further information is required to be disclosed. The balance of the proceeds will be utilised by
CIG to fund the growth in projects CIG expects to execute over the foreseeable future.
Financial effects of the cash issue
The table below sets out the unaudited pro forma financial effects of the cash issue based on CIG’s unaudited
consolidated statement of comprehensive income for the 6 months ended 28 February 2014 and CIG’s
unaudited consolidated statement of financial position as at 28 February 2014. These financial effects are the
responsibility of the directors of CIG and they have been prepared for illustrative purposes only, in order to
provide information about the financial results and the financial position of CIG assuming that the cash issue
had been implemented on 1 September 2013 and 28 February 2014, respectively.
Due to their nature the unaudited pro forma financial effects may not give a fair reflection of CIG’s financial
position, changes in equity, results of operations and cash flows subsequent to the cash issue. The unaudited pro
forma financial effects have not been reviewed or reported on by the independent reporting accountants or
external auditors.
The unaudited pro forma financial effects have been prepared in accordance with the accounting policies of the
CIG group that were used in the preparation of its results for the 6 months ended 28 February 2014.
The table below reflects the unaudited pro forma financial effects of the cash issue on a CIG shareholder.
Before the After the Change
cash issue cash issue (%)
Earnings per share (cents) 88.6 86.5 (2.4)
Diluted earnings per share (cents) 87.8 85.8 (2.3)
Fully diluted earnings per share (cents) 87.7 85.7 (2.3)
Headline earnings per share (cents) 88.5 86.4 (2.4)
Diluted headline earnings per share (cents) 87.7 85.7 (2.3)
Fully diluted headline earnings per share (cents) 87.6 85.6 (2.3)
Net asset value per share (cents) 1 279 1 396 9.1
Net tangible asset value per share (cents) 915 1 061 16.0
Weighted average number of shares in issue (000’s) 134 040 146 040 9.0
Diluted weighted average number of shares in issue (000’s) 135 322 147 322 8.9
Fully diluted weighted average number of shares in issue 135 402 147 402 8.9
(000’s)
Number of shares in issue (000’s) 134 120 146 120 8.9
Notes and assumptions:
1. The figures set out in the “Before the cash issue” column above have been extracted, without adjustment,
from the unaudited consolidated statement of comprehensive income for the 6 months ended 28 February
2014 and the unaudited consolidated statement of financial position as at 28 February 2014.
2. The cash issue is assumed to have been implemented on 1 September 2013 for statement of
comprehensive income purposes and on 28 February 2014 for statement of financial position purposes.
3. 12 million shares have been issued in terms of the cash issue thereby raising R324 million.
4. It has been assumed that the proceeds of the cash issue have been invested in money-market funds.
5. An increase in interest received is assumed to result from the investment of R324 million. Interest
received of 6.5%, being the current interest rate on the funds invested, is assumed to apply throughout the
6 months ended 28 February 2014.
6. All adjustments have a continuing effect.
3 July 2014
Sponsor
Java Capital
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