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ESR - Esor - Specific Issue Of Shares For Cash

Release Date: 28/11/2008 15:30:02      Code(s): ESR
ESR - Esor - Specific Issue Of Shares For Cash                                  
ESOR LIMITED                                                                    
(Incorporated in the Republic of South Africa)                                  
(Registration number 1994/000732/06)                                            
JSE code: ESR                                                                   
ISIN: ZAE000078408                                                              
("Esor" or "the company")                                                       
SPECIFIC ISSUE OF SHARES FOR CASH                                               
1.   INTRODUCTION                                                               
    Shareholders are advised that Esor will issue 675 000 shares at 600 cents   
    per share to Vunani Corporate Finance or its nominee in settlement of       
corporate advisory fees due ("cash issue") in respect of the acquisitions   
    by the company of Patula Construction (Pty) Limited and Shearwater Plant    
    Hire (Pty) Limited ("acquisitions").  The cash issue is in terms of the     
    exemption set out in paragraph 5.51(g) of the Listings Requirements of the  
JSE Limited ("the JSE") as the number of securities to be issued is less    
    than 0.25% of the listed equity securities (less treasury shares) and will  
    be issued at a premium of 17.1% to the weighted average traded price        
    measured over the 30 business days prior to 9 July 2008 (ie the date on     
which the price was agreed in writing).                                     
2.   FINANCIAL EFFECTS                                                          
    The unaudited pro forma financial effects of the cash issue, for which the  
    directors are responsible, are provided for illustrative purposes only to   
show the effect of the cash issue on earnings, diluted earnings and         
    headline earnings per share as if the cash issue had taken effect on 1      
    March 2008 and on net asset value and net tangible asset value per share as 
    if the cash issue had taken effect on 31 August 2008.  Because of their     
nature, the unaudited pro forma financial effects may not give a fair       
    presentation of the company`s financial position and performance.  The      
    unaudited pro forma financial effects have been compiled from the unaudited 
    consolidated financial results for the six months ended 31 August 2008 and  
are presented in a manner consistent with the format and accounting         
    policies adopted by the company and have been adjusted as described in the  
    notes below:                                                                
                                            Pro                                 
Unaudited forma                               
                                  Before    After                               
                                  the cash  the                                 
                                  issue     cash    Change                      
Note            issue   (%)                         
   Basic earnings per       2     22.9      22.9    -                           
   share (cents)                                                                
   Diluted earnings per     2     22.7      22.6    (0.4)                       
share (cents)                                                                
   Headline earnings per    2     23.0      22.9    (0.4)                       
   share (cents)                                                                
   Net asset value per      3     163.0     164.2   0.7                         
share (cents)                                                                
   Net tangible asset       3                                                   
   value per share (cents)        119.5     119.1   (0.3)                       
   Weighted average number                                                      
of shares in issue             243 513   244                                 
   (`000)                                   188                                 
   Diluted weighted                                                             
   average number of              246 525   247                                 
shares in issue (`000)                   200                                 
   Shares in issue at                                                           
   period end  (net of            244 007   244                                 
   treasury shares) (`000)                  682                                 
Notes:                                                                          
    1.   The "Unaudited Before the cash issue" column reflects the unaudited    
         results of the company for the six months ended 31 August 2008.        
    2.   Earnings, diluted earnings and headline earnings per share effects are 
based on the following assumptions and information:                    
         -    the cash issue was effective on 1 March 2008;                     
         -    675 000 shares were issued in terms of the cash issue;            
         -    except for the additional shares issued the cash issue has no     
other effect on earnings.                                         
    3.   Net asset value and tangible net asset value per share effects are     
         based on -     the following assumptions and information:              
         -    the cash issue was effective on 31 August 2008;                   
-    675 000 shares were issued in terms of the cash issue;            
         -    the corporate advisory fees amounting to R4 050 000 was           
              capitalised to the cost of the acquisitions;                      
         -    the total share capital will increase by R4 050 000 and the share 
premium account will increase by R4 049 000; and                  
         -    no material costs relate to the cash issue.                       
3.   LISTING OF THE NEW SHARES                                                  
    Application will be made to the JSE for the listing of the new shares.      
Johannesburg                                                                    
28 November 2008                                                                
Designated Adviser                                                              
Exchange Sponsors                                                               
Transaction Adviser                                                             
Vunani Corporate Finance                                                        
Date: 28/11/2008 15:30:01 Supplied by www.sharenet.co.za                     
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