SFB
SFB - Stefanutti and Bressan Holdings Limited - Announcement of financial effects
in relation to the proposed acquisition of Stocks Limited ("Stocks") and
withdrawal of cautionary announcement
Stefanutti and Bressan Holdings Limited
(Formerly Stefanutti and Bressan Civils (Proprietary) Limited)
(Registration number 1996/003767/06)
Share code: SFB and ISIN ZAE000101903
("SandB" or "the Company")
ANNOUNCEMENT OF FINANCIAL EFFECTS IN RELATION TO THE PROPOSED ACQUISITION OF
STOCKS LIMITED ("STOCKS") AND WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
1. Introduction
Further to the cautionary announcement related to the proposed acquisition of
Stocks dated 11 March 2008, shareholders are advised that following the
successful completion of reciprocal due diligence exercises relating to the
proposed acquisition of the entire issued share capital of Stocks ("the Proposed
Transaction"), SandB and Stocks have concluded binding agreements for the Proposed
Transaction.
2. Outstanding conditions precedent
The transaction is still subject, inter alia, to the following conditions
precedent:
- the approval by SandB`s shareholders of the terms of the Proposed Transaction
as required under the JSE Limited ("JSE") Listings Requirements;
- the approval of the JSE the Securities Regulation Code on Takeovers and
Mergers ("SRP"), the Competition Commission and other relevant authorities
(if any) of the Proposed Transaction and all of the documents associated
with implementing the Proposed Transaction;
- the registration (to the extent necessary) of the resolutions required to
give effect to a distribution by Stocks of R61 363 637 payable to RMB
Venture Two (Pty) Limited ("RMB");
- the Board of Stocks confirming in writing to SandB that no dividends have
been declared to the shareholders of Stocks in the period between 1 May
2007 and Completion, other than as distributed to RMB and the interim
dividend of R10 million paid on 31 January 2008;
- the Zener Steward Electromechanical Joint Venture is converted into or
transferred to a Limited Liability Company established under the United
Arab Emirates Commercial Companies Law No 8 of 1984 or an alternative
structure is implemented which achieves the same financial and economic
effect; and
- the repurchase from the Stocks Trust in terms of section 85 of the
Companies Act, an aggregate number of 2 214 338 Stocks shares, at par value
and the subsequent cancellation of such shares.
Pro forma financial effects of the proposed acquisition
SandB (1) SandB Post % Consolidate %
Acquisiti Change d SandB Group Change
on of Post Stocks
Civil and Acquisition
Coastal (3)(4)(5)
and
Skelton and
Plummer
31-Aug-07 31-Aug- 31-Aug-07
07(2)(4)(
5)
Total number of 148,356 148,356 188,081
shares in issue
(`000)
Weighted average 130,634 130,634 170 359
number of ordinary
shares (`000)
(6)(7)
Diluted average 135,970 135,970 175 695
number of ordinary
shares (`000)
EPS (Cents) (7) 42.34 48.08 13.5% 59.46 23.7%
HEPS (Cents) (7) 42.34 48.08 13.5% 59.46 23.7%
Diluted EPS (Cents) 40.68 46.19 13.5% 57.66 24.8%
(7)
Diluted HEPS 40.68 46.19 13.5% 57.66 24.8%
(Cents) (7)
NAV (Cents) 362.26 362.26 0.0% 739.83 104.2%
NTAV (Cents) 309.43 272.71 (11.9%) 38.17 (86.0%)
Notes:
1. The financial information has been extracted, without adjustment, from the
reviewed interim financial results for SandB for the 6 month period ended 31
August 2007.
2. The financial information of Civil and Coastal Construction (Pty) Limited
("Civil and Coastal") and Skelton and Plummer Investment Holding Company (Pty)
Limited ("Skelton and Plummer") has been extracted, without adjustment, from
the unaudited financial results for the 6 month period ended 31 August 2007
and 30 June 2007 respectively. The acquisitions of Civil and Coastal and
Skelton and Plummer were settled in cash of R20 million and R60.1 million
respectively. Goodwill of R12.4 million and R38.5 million arose on
consolidation of Civil and Coastal and Skelton and Plummer respectively.
Purchase Price Allocations (per IFRS 3: Business Combinations) relating to
these two transactions have not been taken into account in the above
calculations.
3. The financial information of Stocks has been extracted, without adjustment,
from the unaudited pro forma financial results for the 6 month period ended
31 October 2007. These pro forma results include the pro forma effects of
Stocks` recent acquisition of Housing Africa Developments (Pty) Limited
("HAD").
4. The unaudited pro forma financial effects were prepared on the basis that
the acquisitions of Skelton and Plummer, Civil and Coastal and Stocks were
completed on 1 March 2007.
5. The acquisition of Stocks will be settled through a cash payment of R382.5
million to RMB and an issue of 39 274 880 SandB shares at the volume weighted
average price on 30 January 2008 of 1860 cents, to the remaining Stocks
shareholders. Goodwill of R889 million will arise on the consolidation of
Stocks into SandB. The Purchase Price Allocation (per IFRS 3: Business
Combinations) relating to this transaction has not been taken into account
in the above calculations.
6. The weighted average number of ordinary shares has been calculated to
include the 6 month period from 1 March 2007 to 31 August 2007.
7. EPS and HEPS include the effect of the after tax interest foregone as a
result of the R382.5 million cash payment with regard to the Stocks
acquisition. Of this amount R340 million will be paid out of the cash
raised from the listing on 10 August 2007. Only 21 days interest has been
calculated at 10% interest, as interest earned in the 6 month period would
only relate to the cash raised on listing received on 10 August 2007.
The remaining amount of R42.5 million, and the amounts paid for Skelton and
Plummer and Civil and Coastal, being R60.1 million and R20 million
respectively, were settled from existing cash resources. Interest forgone
on these amounts has been calculated at 10% for the entire 6 month period.
8. Any difference between the SandB Volume Weighted Average Price of 1860 cents
on 30 January 2008 and the share price on the date on which the shares will
be issued has not been taken into account in the calculation of EPS and
HEPS and diluted EPS and HEPS
9. Material subsequent events, as defined per IFRS, have been taken into
account in arriving at the pro forma financial effects.
4. Circular
A circular relating to the Proposed Transaction, incorporating a notice of
general meeting and a form of proxy will be posted to shareholders in due
course.
5. Withdrawal of cautionary announcement
As the financial effects of the transaction have been announced, shareholders
are no longer required to exercise caution when dealing in their SandB shares and
accordingly, the cautionary announcement released by SandB on 11 March 2008 is
hereby withdrawn.
Johannesburg
5 May 2008
Sponsor and Transaction Transaction Advisors
transaction advisor Attorneys to SandB to Stocks
to SandB Webber Wentzel RAND MERCHANT BANK (A
Bridge Capital incorporating division of FirstRand
Advisors Mallinicks Bank Limited)
(Proprietary)
Limited
Transaction Investor Relations
Attorneys to Stocks Envisage Investor
Cliffe Dekker and Corporate
Relations
Date: 05/05/2008 17:39:01
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