CORONATION FUND MANAGERS LIMITED - Implementation of the Imvula Transformation TransactionRelease Date: 28/02/2013 16:00:00 Code(s): CML
Implementation of the Imvula Transformation Transaction
Coronation Fund Managers Limited
(Incorporated in the Republic of South Africa)
Registration number: 1973/009318/06
Share code: CML
(“Coronation” or “the Company”)
IMPLEMENTATION OF THE IMVULA TRANSFORMATION TRANSACTION
In April 2005 the Imvula Trust (“the Trust”) was created to achieve direct black ownership in the
group, comprising Coronation and its subsidiaries (“the Coronation Group”). In order to ensure that
the empowerment ownership of the Coronation Group is truly broad-based, the Coronation Group
implemented a scheme whereby the Trust acquired a stake in the Coronation Group for the benefit of
all black employees. In order to facilitate the funding, the stake in the Coronation Group was taken up
at the level of Coronation Investment Management Proprietary Limited (“CIM”), a wholly owned
subsidiary of Coronation and the intermediate holding company of Coronation’s South African and
international operating subsidiaries.
The Trust granted an option to the Company to acquire the CIM shares in exchange for the issue of
new Coronation shares of equivalent value. The aforementioned option has been exercised, resulting
in the acquisition by Coronation of the 10% stake in CIM against the issue of new Coronation shares
to the Trust (“the Transaction”). Approval of the Transaction was granted in terms of a special
resolution passed by shareholders of Coronation at the Annual General Meeting held on Thursday,
24 January 2013.
The JSE has granted a listing of 34 979 910 ordinary shares of 0.01 cent each in the share capital of
the Company with effect from 28 February 2013 which have been issued to the Trust in consideration
for the acquisition by the Company of the 10% shareholding in CIM held by the Trust.
Upon implementation of the Transaction, Anton Pillay, CEO, and Lee-Anne Parenzee, Company
Secretary, will hold indirect interests through the Trust in 3 271 645 and 546 018 Coronation shares
respectively, with a deemed acquisition price of R4.23, which equates to total acquisition values of
R13.8m and R2.3m, respectively.
As at the date of the latest audited financial statements, being 30 September 2012, the value of the
net assets of the Company is R9.46bn and the attributable profit is R673m. The value of the
Transaction based on the share price at 30 September 2012 is R1.084bn. The pro forma financial
effects of the Transaction set out below are unaudited and have been prepared to assist shareholders
of Coronation in assessing the impact of the Transaction on the Coronation Group’s historical
earnings per share and headline earnings per share. The pro forma financial effects are the
responsibility of the directors of Coronation and are provided for illustrative purposes only.
The pro forma financial effects have been prepared on the basis that the Transaction had been fully
implemented on 1 October 2011 for the purposes of the statement of comprehensive income and at
30 September 2012 for purposes of the statement of financial position. It does not purport to be
indicative of what the consolidated financial results would have been had the Transaction been
implemented on a different date. The material assumptions are set out in the notes following the
Due to their nature, the pro forma financial effects may not fairly present the financial position,
changes of equity, results of operation or cash flows of the Coronation Group after the Transaction.
Actual Pro forma Change
Before After (%)
(Note 1) (Note 2)
Earnings per share (cents)
Basic 217.3 195.6 -10
Diluted 197.8 195.6 -1
Headline earnings per share (cents)
Basic 217.3 195.6 -10
Diluted 197.8 195.6 -1
Net asset value per share (cents) 468.7 421.8 -10
1. The “Before” financial information has been extracted, without adjustment, from the published
audited consolidated financial results of the Coronation Group for the year ended 30 September
2. The pro forma “After” financial information comprises the “Before” financial information adjusted
for the following:
a. Increase in weighted average number of shares to 349 799 102.
b. Removal of the once-off dilutive effect of interest and STC relating to the Transaction,
amounting to approximately R7.4m.
c. The pro forma financial effects have been prepared using the same accounting policies
as those applied in the most recently published annual financial statements.
28 February 2013
Deutsche Securities (SA) (Pty) Limited
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