SEP - Sephaku Holdings Limited - Terms announcement relating to the distribution
SEP
SEP
SEP - Sephaku Holdings Limited - Terms announcement relating to the distribution
of shares in Sephaku Fluoride Limited ("Sephaku Fluoride") to Sephaku Holdings
shareholders and withdrawal of cautionary
Sephaku Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number: 2005/003306/06)
Share code: SEP
ISIN: ZAE000138459
("Sephaku Holdings" or "the company")
Terms announcement relating to the distribution of shares in Sephaku Fluoride
Limited ("Sephaku Fluoride") to Sephaku Holdings shareholders and withdrawal of
cautionary
1 Introduction
Shareholders are referred to the detailed cautionary announcement dated 20
December 2011 which set out information relating to the distribution of
shares in Sephaku Fluoride to Sephaku Holdings` shareholders in the ratio
of 1 Sephaku Fluoride share valued at R0.59 per share for every 1 Sephaku
Holdings share held ("the Sephaku Fluoride distribution"). The pro forma
financial effects, the effective dates and the conditions precedent to the
Sephaku Fluoride distribution are set out below.
2 Pro forma financial effects
The unaudited pro forma financial effects of the Sephaku Fluoride
distribution are presented below. Such pro forma financial effects are the
responsibility of the board of directors of Sephaku Holdings and are
presented for illustrative purposes only to provide information on how the
Sephaku Fluoride distribution may have impacted on the reported financial
information of Sephaku Holdings if it had been implemented in the twelve
months ended 30 June 2011. Because of their nature, the pro forma
financial effects may not give a fair indication of the group`s financial
position at 30 June 2011 or its future earnings.
Actual Pro forma % change
Before the After the (iii)
Sephaku Sephaku
Fluoride Fluoride
distribution distribution
(i) (ii)
Earnings per Sephaku 213.07 223.14 4.73
Holdings ordinary share for
the year ended 30 June 2011
(cents) (iv)
Headline (loss) per Sephaku (39.63) (30.49) 23.08
Holdings ordinary share for
the year ended 30 June 2011
(cents) (iv) (vi)
Diluted earnings per Sephaku 194.41 203.60 4.73
Holdings ordinary share for
the year ended 30 June 2011
(cents) (iv)
Diluted headline (loss) per (36.16) (27.82) 23.08
Sephaku Holdings ordinary
share for the year ended 30
June 2011 (cents) (iv) (vi)
Net asset value per Sephaku 441.13 389.00 (11.82)
Holdings ordinary share at
30 June 2011 (cents) (v)
Net tangible asset value per 406.16 389.00 (4.22)
Sephaku Holdings ordinary
share at 30 June 2011
(cents) (v)
Weighted average number of 161,305,112 161,305,112 -
Sephaku Holdings ordinary
shares in issue for the
period
Diluted weighted average 176,788,582 176,788,582 -
number of Sephaku Holdings
ordinary shares in issue for
the period (vi)
Number of Sephaku Holdings 169,290,732 169,290,732 -
ordinary shares in issue at
the end of the period
Notes:
i The figures in this column are extracted from the published audited
consolidated annual financial results of Sephaku Holdings for the
twelve months ended 30 June 2011.
ii The figures in this column are based on the figures set out in the
previous column, having adjusted for the effects of the Sephaku
Fluoride distribution and having taken account of an agreement between
Sephaku Holdings and Sephaku Fluoride in terms of which, prior to the
Sephaku Fluoride distribution, Sephaku Holdings will subscribe, in
cash, for 177.1 million Sephaku Fluoride shares, which cash will be
immediately applied to settle loans owing by Sephaku Fluoride and its
subsidiaries to Sephaku Holdings ("the Sephaku Fluoride subscription
agreement"); 5.4 million of the Sephaku Fluoride shares subscribed for
are to be transferred to the holders of certain vested options over
Sephaku Holdings shares and the balance, together with the Sephaku
Fluoride shares currently in issue, distributed in terms of the
Sephaku Fluoride distribution.
iii The figures in this column reflect the percentage change from the
audited results of Sephaku Holdings presented in the first column and
the pro forma figures set out in the second column.
iv For purposes of (loss)/earnings, headline (loss)/earnings and diluted
(loss)/earnings per Sephaku Holdings ordinary share, it was assumed
that the Sephaku Fluoride subscription agreement and the Sephaku
Fluoride distribution were implemented on 1 July 2010.
V For purposes of net asset value and net tangible asset value per
Sephaku Holdings ordinary share, it was assumed that the Sephaku
Fluoride subscription agreement and the Sephaku Fluoride distribution
were implemented on 30 June 2011.
Vi The diluted (loss)/earnings and diluted headline (loss)/earnings per
Sephaku Holdings ordinary share and the diluted weighted average
number of Sephaku Holdings ordinary shares in issue reflect the issue
of Sephaku Holdings ordinary shares in respect of all issued share
options.
3 Conditions precedent
The implementation of the Sephaku Fluoride distribution is conditional
upon, inter alia, shareholder approval of the resolutions relating to the
Sephaku Fluoride distribution.
4 Effective dates
The effective dates for the Sephaku Fluoride distribution are set out
below:
2012
Last day to trade to be eligible for voting at Friday, 24 February
the general meeting
Record date for voting at the general meeting Friday, 2 March
Last date to lodge proxy in respect of the by 10:00 on Monday,
general meeting 5 March
Date of the general meeting at which shareholder 10:00 on Wednesday,
resolutions relating to, inter alia, the Sephaku 7 March
Fluoride distribution will be proposed
Finalisation date (finalisation data for the Wednesday, 7 March
Sephaku Fluoride distribution released on SENS)
Last day to trade (last day to trade in order to Thursday, 15 March
participate in the Sephaku Fluoride distribution)
Ex date (Sephaku Holdings shares commence trade Friday, 16 March
ex the Sephaku Fluoride distribution)
Record date (share holdings of Sephaku Holdings Friday, 23 March
shareholders ascertained for purposes of the
Sephaku Fluoride distribution)
Pay date (share certificates in Sephaku Fluoride Monday, 26 March
issued to all Sephaku Holdings shareholders who
are entitled to participate in the Sephaku
Fluoride distribution)
Notes:
i Unless otherwise indicated, all times are South African times. Any
changes to the above dates and times will be released on SENS.
ii In order to comply with the requirements of Strate, between Friday 16
March 2012 and Friday 23 March 2012, both days inclusive, no Sephaku
Holdings ordinary shares may be dematerialised or rematerialised.
5 Documentation
A circular setting out further details of the Sephaku Fluoride distribution
and containing a notice convening a general meeting to consider and vote on
resolutions relating to, inter alia, the Sephaku Fluoride distribution and
an amendment to the company`s share incentive scheme to allow for the
inclusion of employees of associates of the Sephaku Holdings group, will be
posted to shareholders on 7 February 2012.
6 Withdrawal of cautionary
Shareholders are advised that they are now no longer required to exercise
caution in relation to the Sephaku Fluoride distribution when dealing in
their Sephaku Holdings shares.
Pretoria
3 February 2012
Sponsor and transaction adviser
QuestCo (Pty) Limited
Reporting accountants
PKF (Jhb) Inc.
Date: 03/02/2012 16:17:27 Produced by the JSE SENS Department.
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