Wrap Text
Revised pro forma financial effects of the offer
PETMIN LIMITED
Incorporated in the Republic of South Africa
Registration Number 1972/001062/06
Share Code JSE: PET
ISIN: ZAE000076014
(“Petmin”)
REVISED PRO FORMA FINANCIAL EFFECTS OF THE OFFER
Unless otherwise indicated, capitalised words and terms contained in this announcement shall bear the same
meanings ascribed thereto in the joint firm intention announcement published by Petmin, Capitalworks and
Bidco on SENS on 19 December 2016 (“Announcement”).
Shareholders are referred to the Announcement, which included the pro forma financial effects of the Offer on
an Offer Participant who receives the Share Consideration (“Pro forma Financial Effects”). The Pro forma
Financial Effects were based on the reviewed condensed consolidated preliminary financial results of Petmin
for the year ended 30 June 2016.
On 23 February 2017, Petmin published its reviewed condensed consolidated interim financial statements for
the six months ended 31 December 2016 (“Interim Results”), on SENS. Accordingly, in terms of paragraphs
8.25(c) and 8.28(a) of the Listings Requirements, the Pro forma Financial Effects have been updated with the
Interim Results, as well as, a revised estimate of the once-off transaction costs attributable to the Offer
(“Revised Pro forma Financial Effects”). The Revised Pro forma Financial Effects are set out below.
The Revised Pro forma Financial Effects have been prepared for illustrative purposes only in order to provide
information on how the Offer may affect the financial performance and position of Petmin and an Offer
Participant who receives the Share Consideration, by illustrating the effect thereof on the basic and diluted
earnings per share (“EPS”), basic and diluted headline earnings per share (“HEPS”), net asset value (“NAV”)
and tangible net asset value (“TNAV”) of an Offer Share that an Offer Participant will be exchanging for the
EPS, HEPS, NAV and TNAV per Bidco Linked Share, comprising 1 Bidco Ord and 1 Bidco Pref.
The Revised Pro forma Financial Effects have been prepared to illustrate the effect of the Offer on Petmin and
an Offer Participant who receives the Share Consideration, had the Offer been implemented on 1 July 2016
for purposes of EPS and HEPS and on 31 December 2016 for purposes of NAV and TNAV.
The Revised Pro forma Financial Effects set out below are the responsibility of the directors of Petmin and
Bidco.
The Revised Pro forma Financial Effects set out below are provided for illustrative purposes only and,
because of their nature, may not fairly represent the financial performance and position of Petmin and an
Offer Participant after the implementation of the Offer. The Revised Pro forma Financial Effects have been
prepared in accordance with International Financial Reporting Standards (“IFRS”).
The following assumptions have been made for purposes of presenting the Revised Pro forma Financial
Effects:
• Bidco acquires all Offer Shares from Eligible Shareholders.
• Offer Participants elect to receive the Share Consideration in respect of 25% of the total Offer Shares,
resulting in the issue of 132.65 million Bidco Linked Shares to Offer Participants.
• Offer Participants elect to receive the Cash Consideration in respect of 75% of the total Offer Shares,
resulting in a total Cash Consideration payable of R617 million to Offer Participants.
• For purposes of capitalising Bidco in order to enable the settlement of the Cash Consideration of
R617 million by Bidco, Capitalworks will provide a Loan of R150 million to Bidco and, through the
Capitalworks Subscription, Capitalworks will subscribe for 291.78 million Bidco Linked Shares. The
Loan is repayable in 12 months and shall accrue interest at the Prime Rate.
• Bidco will issue 14.67 million Bidco B Ords to Petmin Management in terms of the Petmin Management
Share Issue.
• Estimated once-off transaction costs attributable to the Offer, amounting to R34.38 million, are
expensed, of which R3.31 million is payable by Petmin and R31.07 million is payable by Bidco.
Capitalworks will provide a loan to fund the transaction costs payable by Bidco. The loan is repayable in
2 years and shall accrue interest at the Prime Rate.
• Bidco will be treated as an investment entity in terms of IFRS 10: Consolidated Financial Statements
and accounts for its investment in Petmin at fair value through profit or loss. The fair value of the
investment is considered to be the consideration paid by Bidco for the Offer Shares.
• Bidco Prefs are classified as a debt instrument.
• There are no post balance sheet events which require adjustment.
• All adjustments, with the exception of the once-off transaction costs attributable to the Offer, are
expected to have a continuing effect.
Before Adjusted After the Offer
the Offer before the Bidco Ord Bidco Bidco Percentag
Offer Pref Linked e change
Share
Basic EPS (cents) 8.30 7.79 (13.26) 10.34 (2.92) (135%)
Diluted EPS (cents) 8.30 7.79 (13.26) 10.34 (2.92) (135%)
Basic HEPS (cents) 8.30 7.79 (13.26) 10.34 (2.92) (135%)
Diluted HEPS (cents) 8.30 7.79 (13.26) 10.34 (2.92) (135%)
NAV per share (cents) 242.94 242.42 (6.98) 159.90 152.92 (37%)
TNAV per share (cents) 242.94 242.42 (6.98) 159.90 152.92 (37%)
Weighted average 530 615 530 615 439 095 424 429 424 429 (20%)
number of shares in issue
(‘000)
Number of shares in issue 530 615 530 615 439 095 424 429 424 429 (20%)
(‘000)
Notes:
1. The financial information in the “Before the Offer” column has been derived from the Interim Results.
2. The “Adjusted before the Offer” column has been derived from the Interim Results and adjusted for
estimated once-off transaction costs attributable to the Offer, which are payable by Petmin. Total
cumulative once-off costs payable by Petmin amount to R3.31 million, of which R0.57 million has already
been expensed in the Interim Results.
3. The financial information included in the “After the Offer” column has been derived by taking the Bidco pro
forma financial effects pursuant to the Offer (based on Bidco’s audited financial statements as at
incorporation, adjusted for the Offer) and multiplying these results by the exchange ratio of 1 Bidco Linked
Share for every 1 Offer Share, to provide the pro forma financial effects of the Offer on an Offer
Participant who receives the Share Consideration. The individual components of the Bidco Linked Share,
being the Bidco Ord and the Bidco Pref, have been presented separately and then aggregated.
3.1. The financial information included in the “Bidco Ord” column has been derived by utilising the
number and weighted average number of Bidco Ords in issue, inclusive of the Bidco B Ords.
3.2. The financial information included in the “Bidco Pref” column is not presented in terms of IFRS and
has been presented for illustrative purposes only and to provide Shareholders with additional
information. The EPS and HEPS have been calculated by dividing the finance charge accrual on
the Bidco Prefs by the weighted average number of Bidco Prefs in issue. The NAV and TNAV
reflect the issue price of the Bidco Pref.
3.3. The financial information included in the “Bidco Linked Share” column is not presented in terms of
IFRS and has been presented for illustrative purposes only and to provide Shareholders with
additional information. This column represents the aggregate of the “Bidco Ord” and “Bidco Pref”
columns. The number and weighted average number of shares in issue represents the Bidco
Linked Shares only, excluding the Bidco B Ords.
4. The “Percentage change” column compares the “Bidco Linked Share” column included in the “After the
Offer” column with the “Before the Offer” column.
For the avoidance of doubt, the “Before the Offer” column illustrates a direct interest in Petmin, which
represents consolidated operating results of Petmin and its subsidiaries, whereas the “After the Offer” column
illustrates an indirect interest in Petmin through Bidco, an investment entity that accounts for its investment in
Petmin at fair value through profit or loss i.e. the operating results of Petmin and its subsidiaries are not
reflected in the financial results of Bidco.
The Revised Pro forma Financial Effects have not been reviewed or reported on by the reporting accountants
and auditors of Petmin.
Johannesburg
23 February 2017
Corporate advisor to Capitalworks and Bidco
One Capital Advisory (Proprietary) Limited
Attorneys to Capitalworks and Bidco
Cliffe Dekker Hofmeyr Inc.
Attorneys to Petmin
Cliffe Dekker Hofmeyr Inc.
Sponsor and corporate advisor to Petmin
River Group
3
Date: 23/02/2017 08:05:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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