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CGR - Calgro - Pro forma financial effects of the disposal and withdrawal of
cautionary announcement
CALGRO M3 HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration Number 2005/027663/06)
Share Code: CGR ISIN: ZAE000109203
("Calgro" or "the Company")
PRO FORMA FINANCIAL EFFECTS OF THE DISPOSAL BY CALGRO M3 LAND (PROPRIETARY)
LIMITED OF ITS 30% EQUITY INTEREST IN FLEURHOF EXTENSION 2 (PROPRIETARY) LIMITED
AND RELATED FUNDING ARRANGEMENTS, AND WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
1. INTRODUCTION
Further to the announcement released on SENS on 13 March 2009 ("the
announcement"), detailing, inter alia, the disposal by Calgro M3 Land
(Proprietary) Limited ("Calgro M3 Land"), a wholly-owned subsidiary of the
Company, of 30% of its equity interest in and cession of its claims against
Fleurhof Extension 2 (Proprietary) Limited ("Fleurhof"), a wholly-owned
subsidiary of Calgro M3 Land, to South Africa Workforce Housing Fund LP for
a total cash consideration of R30 million, and related funding arrangements
("the Transaction"), shareholders are hereby advised that the unaudited pro
forma financial effects of the Transaction are set out below.
2. FINANCIAL EFFECTS
The unaudited pro forma financial effects on Calgro and its subsidiaries
before and after the Transaction, as set out in the table below, are the
responsibility of the Company`s directors, and have been prepared for
illustrative purposes only to show how the Transaction may have affected
Calgro`s results for the six month period ended 31 August 2008.
The unaudited pro forma financial effects, which, due to their nature, may
not fairly reflect Calgro`s financial performance and position after the
Transaction, are based on the assumptions that:
2.1 for the purpose of calculating earnings per ordinary share (basic and
diluted) and headline earnings per ordinary share (basic and diluted),
the Transaction was effected on 1 March 2008; and
2.2 for the purpose of calculating net asset value and net tangible asset
value per ordinary share, the Transaction was effected on 31 August
2008.
Before After Change
the
Transact
ion
Publishe Pro Pro
d(1) forma forma
(cents) (cents) (%)
Earnings per 9.07 29.80 229%
share ("EPS")(2),
(4)
Headline earnings 16.01 16.35 2.1%
per share
("HEPS")(2), (4)
Fully diluted 9.48 29.02 206%
earnings per
share(2), (5)
Fully diluted 16.02 16.34 2.0%
headline earnings
per share(2), (5)
Net asset value 114.83 134.52 17.1%
per share(6), (7)
Net tangible 101.30 120.99 19.4%
asset value per
share(6), (7)
Weighted average 127 100 127 100 -
number of shares
in issue (`000)
Fully diluted 134 836 134 836 -
weighted average
number of shares
in issue (`000)
Actual number of 127 100 127 100 -
shares in issue
(`000)
Notes:
1. The "Before Published" column has been extracted without adjustment
from Calgro`s published unaudited interim results for the six month
period ended 31 August 2008.
2. Earnings and headline earnings (basic and diluted) are adjusted by the
profit realised on the Transaction of R30 million, less CGT.
The proceeds on disposal of 30% interest in Fleurhof of R30 million
shall be utilised as follows:
- R5 million to reduce bank overdraft, saving interest at an
assumed average rate of 15% p.a; and
- R25 million placed on call until such time as a project is
identified to utilise these funds, earning interest at an assumed
average rate of 12% p.a.
Earnings and headline earnings (basic and diluted) after the
Transaction are consequently further adjusted by an increase in
interest received or saved of R1.875 million for six months, less
transaction costs estimated at R900 000 and related tax adjustments of
28% thereon.
3. Calgro`s interest in Fleurhof after the Transaction shall be equity
accounted. No earnings from the R50 million loan have been assumed as
the funds will be utilised in the operations of Fleurhof and returns
cannot be determined with certainty at this stage. Further, interest
payable on the R50 million loan shall be capitalised to the project
during the development phase.
4. The calculation of basic EPS and HEPS both before and after the
Transaction is based on 127 100 000 weighted average number of
ordinary shares in issue.
5. The calculation of diluted EPS and HEPS both before and after the
Transaction is based on 134 836 000 weighted average number of
ordinary shares in issue.
6. Net asset value and net tangible asset value after the Transaction is
adjusted as follows:
- Calgro`s interest in Fleurhof is deconsolidated and equity
accounted following the Transaction;
- increase in net cash position of R30 million less transaction
costs of R0,9 million; and;
- increase in current liabilities by R4.074 million due to the
capital gains tax liability arising on disposal of shares in
Fleurhof.
7. The calculation of net asset value per share and net tangible asset
value per share both before and after the Transaction is based on 127
100 000 ordinary shares in issue.
3. WITHDRAWAL OF CAUTIONARY
Further to the cautionary announcement released on SENS on 27 February 2009
and the announcement, shareholders of Calgro are advised that, in light of
the above, the cautionary is herewith withdrawn.
Johannesburg
23 March 2009
Corporate and Designated Adviser: PSG Capital (Proprietary) Limited
Reporting Accountants and Auditors: PricewaterhouseCoopers Inc
Date: 23/03/2009 15:55:01 Supplied by www.sharenet.co.za
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