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Updated Financial Effects of Related Party Corporate Action and Notice of General Meeting
VALUE GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1997/002203/06)
Share code: VLE ISIN Code: ZAE000016507
(“Value Group” or “the company”)
UPDATED FINANCIAL EFFECTS OF RELATED PARTY CORPORATE ACTION AND NOTICE OF GENERAL
MEETING
1. INTRODUCTION
Shareholders are referred to the announcement released on SENS on Friday, 29 May 2020 relating to
Lease Renewal Agreements entered into by Value Group, through its wholly-owned subsidiary, Value
Logistics Limited, in respect of immovable properties with property companies represented by Mr.
Steven Gottschalk, a Director and indirect material shareholder of Value Group, and more particularly to
the pro forma financial effects included therein.
Value Group published its Reviewed Condensed Financial Results for the year ended 29 February 2020
on Friday, 12 June 2020. Consequently, in terms of the JSE’s Listings Requirements, Value Group is
required to publish updated pro forma Financial Effects in relation to the Corporate Action.
2. UPDATED PRO FORMA FINANCIAL EFFECTS OF THE CORPORATE ACTION
The table below sets out the updated pro forma financial effects of the Corporate Action on the
company’s earnings per share, headline earnings per share, net asset value per share and tangible net
asset value per share based on the most recently published financial results of the company for the year
ended 29 February 2020. The financial effects are the responsibility of the Directors of the company,
are prepared for illustrative purposes only and, because of their nature, may not fairly present the
financial position of the company, changes in its equity or the results of its operations or cash flows after
the Corporate Action.
Before(1) After(2&3) % change
Earnings per share (cents) 89.5 83.4 (6.8%)
Headline earnings per share (cents) 92.2 86.2 (6.5%)
Diluted earnings per share (cents) 84.1 78.4 (6.8%)
Diluted headline earnings per share (cents) 86.7 81.0 (6.6%)
Net asset value (cents) 564.6 564.7 -
Tangible net asset value (cents) 543.3 543.4 -
Number of shares in issue ('000) 172,635 172,635 -
Weighted number of shares in issue ('000) 142,372 142,372 -
Diluted number of shares in issue ('000) 151,413 151,413 -
Notes:
(1) Extracted from the reviewed financial results of Value Group for the year ended 29 February 2020.
(2) For purposes of Earnings, Headline Earnings, Diluted Earnings and Diluted Headline Earnings per share, the amounts in the After
column have been calculated on the assumption that the Lease Renewal Agreements had been effective on 1 March 2019 and the
expiring leases had expired on that date. Relevant calculations have been performed in accordance with the provisions of IFRS 16:
Leases.
Transaction costs associated with the Corporate Action have been expensed.
(3) For purposes of calculating pro forma Net Asset Value per share and Tangible Net Asset value per share it has been assumed that the
Corporate Action was effective on 29 February 2020.
3. APPROVAL OF THE CORPORATE ACTION AND CIRCULAR TO SHAREHOLDERS
Implementation of the Corporate Action is subject to specific approval thereof by the Shareholders of the
company in a General Meeting.
Shareholders are advised that the General Meeting of Value Group Shareholders will be held at 11h00
on Friday, 24 July 2020 and conducted entirely by way of electronic communication, full details of which
are contained in the Circular to Shareholders containing additional information regarding the Corporate
Action and the General Meeting which will be distributed to Shareholders today, Friday, 26 June 2020,
and be available on the Company’s website www.value.co.za.
.
2020
Record date for Value Group Shareholders to be entitled to receive the Friday, 19 June
Circular
Circular including notice of General Meeting to consider the Corporate Action Friday, 26 June
distributed to Value Group Shareholders
Notice convening the General Meeting released on SENS on Friday, 26 June
Last day to trade Value Group shares in order to be eligible to vote at the Tuesday, 14 July
General Meeting
Record date to vote at the General Meeting Friday,17 July
Proxy forms requested to be lodged for administrative purposes with Wednesday, 22 July
Transfer Secretaries by 11h00 on
Proxy forms not lodged with Transfer Secretaries to be handed to the Friday, 24 July
chairman of the general meeting before 11h00 on
General meeting of Value Group Shareholders to be held at 11h00 on Friday, 24 July
Results of General Meeting released on SENS on Friday, 24 July
By order of the board
Johannesburg
26 June 2020
Auditors and Independent
reporting Professional Expert
Sponsor accountants Corporate advisor
Investec Bank SVG. Mazars Corporate Suez Capital
Finance
Date: 26-06-2020 11:16:00
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