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Posting of supplementary circular, revised pro formas and date of general meeting
LABAT AFRICA LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1986/001616/06)
(“Labat” or “the Company”)
ISIN Code: ZAE 000018354 Share code: LAB
POSTING OF SUPPLEMENTARY CIRCULAR, REVISED PRO FORMA FINANCIAL EFFECTS, AND
REMINDER OF GENERAL MEETING DATE RELATING TO THE ACQUISITION OF REINHARDT
TRANSPORT GROUP PROPRIETARY LIMITED (“RTG”) (“ACQUISITION”) AND ADVICE OF FTSE
RE-CLASSIFICATION
Posting of supplementary circular
Shareholders are referred to the announcement released on SENS on 24 November 2015
as well as the circular dated 18 November 2015 (“November Circular”), in which
Shareholders were advised that the pro forma financial effects that were disclosed in the
November Circular have been revised and that a supplementary circular was required as
a result (“Supplementary Circular”).
Shareholders are accordingly advised that the Supplementary Circular was posted today.
Revised pro forma financial effects
The revised pro forma financial effects as disclosed in the Supplementary Circular are set
out below:
After
Issue of
Labat shares
Before After RTG % for cash %
Weighted average shares in
issue 244 955 464 955 89,8% 494 955 6,45%
Number of shares in issue ('000) 259 202 479 202 84,9% 509 202 6,26%
Earnings and diluted earnings
per share from continuing
operations
Basic and diluted earnings per
share (cents) 0,42 9,36 2129,2% 8,80 -6,06%
From discontinued operations
Basic and diluted earnings per
share (cents) 0,17 0,09 -48,9% 0,08 -6,06%
Total earnings per share
Basic and diluted earnings per
share (cents) 0,59 9,45 1501,6% 8,88 -6,06%
Headline earnings and diluted
headline earnings per share
from continuing operations
Basic and diluted headline
earnings per share (cents) 0,40 7,60 1799,4% 7,14 -6,06%
From discontinued operations
Basic and diluted headline
earnings) per share (cents) 0,21 0,09 -58,6% 0,08 -6,06%
Total earnings per share
Basic and diluted headline
earnings per share (cents) 0,61 7,68 1159,7% 7,22 -6,06%
Net Asset Value per share
(cents) 0,17 67,69 39715,8% 72,54 7,16%
Tangible Net Asset Value per
share (cents) 0,17 9,02 5096,3% 17,33 92,07%
Assumptions and notes:
1. The “A” column is extracted from the audited results for the 12 months ended 28
February 2015.
2. The “B” column shows the effect of the Acquisition on Labat based on the
adjustment for the results of RTG for the year ended 31 July 2015 as set out in
Annexure 1 to the November Circular and raising the full purchase consideration of
R560 million, the RTG Vendor financing of R230 million and the issue of 220 000 000
shares at R1.50 to raise cash in settlement of the balance of the purchase
consideration of R330 million. A fair value gain on the deferred RTG Vendor Financing
of R32.350 million has been applied against the goodwill arising on the acquisition.
The Acquisition has not been accounted for as a Reverse Acquisition in terms of IFRS
3 as there is no change in control of Labat;
3. The “C” column shows the percentage change after the Acquisition and issue of
220 000 000 Shares for cash to settle the balance of the Acquisition;
4. The “D” column shows the effect of the Issue of Shares for Cash through the issue of
30 000 000 new Shares at R1.50 per share for expansion purposes, with the R45 million
being applied to cash and cash equivalents.
5. The “E” column shows the percentage change after the Acquisition and the Issue of
Shares for Cash assuming the issue of 250 000 000 new Labat shares at R1.50 per
share;
The full pro forma financial effects of the Acquisition and issue of shares for cash, together
with assumptions thereon, are set out in Annexure 1 of the Supplementary Circular and
have been reported on by the reporting accountants to the Company, whose report is
contained in Annexure 2 of the Supplementary Circular.
Date of general meeting
Shareholders are referred to the announcement dated 16 November 2015 and are
reminded that the general meeting for the purpose of voting on the proposed resolutions
relating to the Acquisition will be held at 10h00 on Friday, 18 December 2015 at 23 Kroton
Avenue, Weltevreden Park, 1709.
FTSE re-classification
The Board of Labat is pleased to advise that FTSE has approved the reclassification of
Labat as “2777 – Transportation Services” on the Main Board of the JSE Limited, subject to
shareholder approval of the Acquisition and associated resolutions.
Johannesburg
27 November 2015
Sponsor
Arbor Capital Sponsors Proprietary Limited
Date: 27/11/2015 04:52:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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