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TOTAL CLIENT SERVICES LIMITED - Pro Forma Financial Effects of the Specific Issue and Withdrawal of Cautionary Announcement

Release Date: 09/06/2016 16:45
Code(s): TCS     PDF:  
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Pro Forma Financial Effects of the Specific Issue and Withdrawal of Cautionary Announcement

Total Client Services Limited
Incorporated in the Republic of South Africa
(Registration number 1998/025018/06)
Share code: TCS ISIN: ZAE000116208
(“TCS” or “the Company”)


PRO FORMA FINANCIAL EFFECTS OF THE SPECIFIC ISSUE AND WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT


INTRODUCTION

Shareholders are referred to the announcements released on SENS on 18 July 2014 and
28 November 2014 (and using the terms defined therein unless otherwise stated), wherein shareholders
were advised that, inter alia:

-    approval of the Schedule 13 application was obtained from the JSE to enable the Company to raise
     capital through the issue of 100 million ordinary shares to Slade Investments CC (CC/2011/0425) (“the
     Specific Issue”); and

-    the pro forma financial effects of the Specific Issue, based on the reviewed condensed consolidated
     results for the year ended 28 February 2014, will be released in a separate announcement.

The aforementioned pro forma financial effects of the Specific Issue are set out below.

PRO FORMA FINANCIAL EFFECTS

The table below sets out the pro forma financial effects of the Specific Issue on TCS’s basic and diluted loss
per share, headline and diluted headline loss per share, net asset value per share and net tangible asset
value per share.

The pro forma financial effects have been prepared to illustrate the impact of the Specific Issue on the
reported financial information of TCS for the year ended 28 February 2014, had the Specific Issue occurred
on 1 March 2013 for statement of comprehensive income purposes and on 28 February 2014 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 reviewed condensed consolidated results of TCS for the year ended
28 February 2014.

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 TCS’s financial position,
changes in equity, results of operations or cash flow.


                                                               Before the        After the
                                                                 Specific         Specific            %
                                                                    Issue            Issue       Change
                                                                        1                2
    Basic and diluted loss per share (cents)                        (4.76)           (3.79)       20.38

    Headline and diluted headline loss per share (cents)            (4.75)           (3.77)       20.63

    Net asset value per share (cents)                              (10.22)           (8.11)       20.65
    Net tangible asset value per share (cents)                     (10.22)           (8.11)       20.65
    Weighted average number of shares in issue (‘000)             386 363          486 363
    Total number of shares in issue excluding treasury
    shares (‘000)                                                 386 363          486 363
 

 Notes:
 1. The “Before the Specific Issue” basic and diluted loss per share and headline and diluted headline loss
    per TCS share have been extracted without adjustment from the reviewed condensed consolidated
    results for the year ended 28 February 2014. The “Before the Specific Issue” net asset value and net
    tangible asset value per TCS share has been calculated from the financial information presented in the
    reviewed condensed consolidated results for the year ended 28 February 2014. The “After the Specific
    Issue” column reflects the pro forma effects of the Specific Issue on TCS.

 2. The financial information included in the "After the Specific Issue" column has been prepared based on
    the following being taken into account:
    -     TCS issuing 100 million ordinary shares in respect of the Specific Issue; and
    -     TCS receiving R1 million in respect of the Specific Issue.

 3. There are no post reporting date events which require adjustment of the pro forma financial effects.

 4. There are no adjustments directly attributable to the Specific Issue on the financial results of TCS as the
    Specific Issue was a once off investment.


WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT

Shareholders are referred to the announcement released on SENS on 22 November 2013 and the
subsequent renewal of cautionary announcements, the last of which was 5 May 2016. Shareholders are
advised that the effects of the roll out of the Business Rescue Plan have been completed (the last being the
release of the pro forma financial effects of the Specific Issue on SENS). Accordingly, caution is no longer
required when dealing in the Company’s securities.

Centurion

9 June 2016

Designated Adviser
Merchantec Capital

Date: 09/06/2016 04:45:00 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
 the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, 
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,
 information disseminated through SENS.

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