Wrap Text
Pro Forma Financial Effects Of The Scheme and Withdrawal Of Cautionary Announcement
UNICORN CAPITAL PARTNERS LIMITED
Incorporated in the Republic of South Africa
(Registration number 1992/001973/06)
Share code: UCP
ISIN: ZAE000244745
(“UCP” or “the Company”)
AFRIMAT LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2006/022534/06)
Share code: AFT
ISIN: ZAE000086302
("Afrimat")
PRO FORMA FINANCIAL EFFECTS OF THE SCHEME AND WITHDRAWAL OF CAUTIONARY
ANNOUNCEMENT
1. INTRODUCTION
1.1. UCP shareholders are referred to the joint SENS announcement dated 22 July 2020 (“Firm
Intention Announcement”) by the Company and Afrimat, advising that UCP’s board of
directors had received a firm intention from Afrimat to make an offer to acquire all the ordinary
shares in UCP not already held by Afrimat (or by its subsidiaries) or by subsidiaries of UCP,
by way of a scheme of arrangement (“the Scheme”) in terms of section 114 of the Companies
Act, No. 71 of 2008 (“Firm Intention Offer”). Should the Scheme become operative, UCP
shareholders will receive 1 Afrimat ordinary share for every 280 UCP ordinary shares
disposed of, with no cash alternative.
1.2. As the pro forma financial effects of the Scheme were not yet available at the time of the Firm
Intention Announcement, they were not included in that announcement and the Company
renewed its previous cautionary announcement, pending publication of the such pro forma
financial effects. The pro forma effects of the Scheme on earnings and asset value per UCP
ordinary share (“UCP Share”) are now set out below, in terms of Regulation 101(7)(b)(iv) of
the Companies Regulations, 2011.
2. PRO FORMA FINANCIAL EFFECTS OF THE SCHEME
2.1. The summarised pro forma financial effects, showing the position following implementation of
the Scheme, are presented below in a manner consistent with the basis on which the
consolidated historical financial information of Afrimat has been prepared in terms of Afrimat’s
accounting policies, which are similar to the accounting policies of UCP. The pro forma
financial effects have been presented for illustrative purposes only and, because of their
nature, may not fairly present Afrimat’s financial position, changes in equity, results of
operations or cash flows post the implementation of the Scheme.
2.2. The pro forma financial effects have been prepared in accordance with International Financial
Reporting Standards, the Guide on Pro Forma Financial Information issued by the South
African Institute of Chartered Accountants and the JSE Limited Listings Requirements.
2.3. Due to the year end of UCP being 30 June each year and the year end of Afrimat being 28
February each year, the summarised pro forma financial information of UCP after the Scheme
has been prepared based on the condensed consolidated statement of profit or loss of UCP
for the rolling 12-month period ended 31 December 2019 (“12-month Profit or Loss
Statement”), and on the assumption that the Scheme took place with effect from 1 March
2019 (being the commencement of Afrimat’s last reported financial year), for purposes of the
pro forma consolidated statement of profit or loss for the rolling 12-month period, and on 29
February 2020, for purposes of the pro forma consolidated statement of financial position.
2.4. The 12-month Profit or Loss Statement will be disclosed in the Scheme circular to be
distributed to UCP shareholders in due course, together with the pro forma financial effects of
the Scheme on Afrimat ordinary shares.
Pro forma after
Before implementation
implementation of of the Scheme3 Change
the Scheme (cents) (cents) (%)
(1 UCP share) (equivalent of 1
UCP share
Net asset value per UCP Share1 52 4.6 (91.1%)
Tangible net asset value per UCP
33 4.0 (87.8%)
Share1
Headline earnings per UCP share2
Continuing operations (5.61) 1.05 118.6%
Discontinued operations (2.33) (0.07) 97.0%
Earnings per UCP share2
Continuing operations (6.64) 1.04 115.6%
Discontinued operations (3.33) (0.07) 97.9%
Notes and Assumptions
1) Net asset value per UCP Share and tangible net asset value per UCP Share were extracted from
the balance sheet, without adjustment, in the interim results of UCP for the six months ended 31
December 2019.
2) Headline earnings per UCP Share and earnings per UCP Share were extracted from the 12-month
Profit or Loss Statement, calculated as the annual restated audited results for the year ended 30
June 2019, minus interim restated unaudited results for the six months ended 31 December 2018,
adding the interim unaudited results for the six months ended 31 December 2019. The UCP results
were restated to reflect the reclassification of the Nkomati Mine from discontinued to continuing
operations.
3) The financial effects shown reflect Afrimat’s pro forma asset and earnings ratios, considering the
acquisition of 100% of UCP in terms of the Scheme divided by 280 to show the equivalent of 1 UCP
share.
3. INDEPENDENT BOARD RESPONSIBILITY STATEMENT
The independent board of UCP directors, constituted in relation to the Firm Intention Offer and
the Scheme, accepts responsibility for the information contained in this announcement which
relates to UCP and confirms that, to the best of its knowledge and belief, such information which
relates to UCP is true and this announcement does not omit anything likely to affect the
importance of such information.
4. AFRIMAT BOARD RESPONSIBILITY STATEMENT
The board of directors of Afrimat accepts responsibility for the information contained in this
announcement which relates to Afrimat and confirms that, to the best of its knowledge and belief,
such information which relates to Afrimat is true and this announcement does not omit anything
likely to affect the importance of such information.
5. WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
As the pro forma financial effects of the Scheme have now been announced, the Company
advises that the cautionary announcement dated 25 May 2020, as renewed on 7 July 2020 and
in the Firm Intention Announcement dated 22 July 2020, is hereby withdrawn and that,
accordingly, caution is no longer required to be exercised by UCP shareholders when dealing in
their securities.
4 August 2020
Sponsor and Transaction Advisor to Afrimat Transaction Advisor to UCP
PSG Capital AcaciaCap Advisors Proprietary Limited
Sponsor to UCP
Questco Corporate Advisory Proprietary Limited
Date: 04-08-2020 03:30:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.