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CND - Conduit Capital - General Issue Of Shares For Cash
Conduit Capital Limited
Incorporated in the Republic of South Africa
(Registration number 1998/017351/06)
Share code: CND & ISIN: ZAE000073128
("Conduit Capital" or "the group")
GENERAL ISSUE OF SHARES FOR CASH
Shareholders are advised that Conduit Capital has raised R44,875 million by
the issue of 19 944 444 shares for cash at an issue price of 225 cents per
share ("the share issue"). The capital was raised pursuant to a general
authority to issue shares for cash granted to the directors at the annual
general meeting held on 1 November 2006. The funds will be used to provide
further capital for the group`s existing operations, including the group`s
insurance, call centre and specialised finance operations.
The table below sets out the pro-forma financial effects of the share issue
on the historical earnings, headline earnings, fully diluted earnings, fully
diluted headline earnings, net asset value and tangible net asset value per
share, based on the group`s reviewed results for the 12-month period ended
28 February 2007. The pro-forma financial effects have been prepared for
illustrative purposes only, to provide information on how the share issue
may have affected the historical results and financial position of the group
and has not been reviewed by the group`s auditors. Because of their nature,
the pro-forma financial effects may not give a fair reflection of the
group`s financial position after the share issue, or the effect of the share
issue on the group`s future earnings. The calculation of the pro-forma
financial effects is the responsibility of the directors.
Historical Pro-forma Change
before the after the after the
share issue share issue share issue
(cents) (cents) (%)
Earnings per share ("EPS") 7,05 1 8,24 2 16,88
Headline earnings per share 7,04 1 8,24 2 17,05
("HEPS")
Fully diluted earnings per 5,79 3 6,92 4 19,52
share ("FDEPS")
Fully diluted headline 5,79 3 6,92 4 19,52
earnings per share ("FDHEPS")
Net asset value per share 75,81 5 88,18 6 16,32
("NAV")
Tangible net asset value per 51,53 5 65,93 6 27,94
share ("TNAV")
Notes and assumptions used in generating the pro-forma financial effects of
the share issue:
1. EPS and HEPS, as set out in the "Historical before the share issue"
column, are based on Conduit Capital`s reviewed group income statement
for the twelve months ended 28 February 2007 and a weighted average
number of 143 762 087 shares in issue.
2. EPS and HEPS, as set out in the "Pro-forma after the share issue"
column, are based on Conduit Capital`s reviewed group income statements
for the twelve months ended 28 February 2007, the results from the
share issue, a weighted average number of 163 706 531 shares in issue
and the assumptions that:
a) the share issue was effected on 1 March 2006;
b) even though the group would invest the proceeds of the share issue
in operations that are expected to generate a higher return, such
proceeds were for the purpose of calculating the pro-forma
financial effects invested in an interest bearing account at an
after tax rate of 7.5% per annum, being the rate earned by the
group for the 12-month period ended 28 February 2007; and
c) total costs of R145 000 that were incurred as a result of the
share issue, have been written off against share premium.
3. FDEPS and FDHEPS, as set out in the "Historical before the share issue"
column, are based on Conduit Capital`s reviewed group income statement
for the twelve months ended 28 February 2007 and a weighted average
number of 175 039 508 shares in issue.
4. FDEPS and FDHEPS, as set out in the "Pro-forma after the share issue"
column, are based on Conduit Capital`s reviewed group income statements
for the twelve months ended 28 February 2007, the results from the
share issue, a weighted average number of 194 983 952 shares in issue
and the assumptions that:
a) the share issue was effected on 1 March 2006;
b) even though the group would invest the proceeds of the share issue
in operations that are expected to generate a higher return, such
proceeds were for the purpose of calculating the pro-forma
financial effects invested in an interest bearing account at an
after tax rate of 7.5% per annum, being the rate earned by the
group for the 12-month period ended 28 February 2007; and
c) total costs of R145 000 that were incurred as a result of the
share issue, have been written off against share premium.
5. NAV and TNAV per share, as set out in the "Historical before the share
issue" column, are based on Conduit Capital`s reviewed group balance
sheet as at 28 February 2007 and 219 279 371 shares in issue.
6. NAV and TNAV per share, as set out in the "Pro-forma after the share
issue" column, are based on Conduit Capital`s reviewed group balance
sheet as at 28 February 2007, 239 223 815 shares in issue and the
assumption that the share issue became effective on 28 February 2007 at
225 cents per share.
Melrose Arch
4 October 2007
Sponsor
Merchant Sponsors (Proprietary) Limited
Date: 04/10/2007 15:25:02 Supplied by www.sharenet.co.za
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