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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Brait | LSE:BTU | London | Ordinary Share | LU0011857645 | NPV(UK REG) |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.00 | - |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
RNS Number:4565B Brait S.A. 03 August 2007 Brait S.A. Societe Anonyme (Incorporated in Luxembourg) (RC Luxembourg B-13861) Share code: BAT & ISIN: LU0011857645 ("Brait" or the "Company") ANNOUNCEMENT IN RESPECT OF THE SALE BY BRAIT OF ITS SHARES IN BAYPORT MANAGEMENT LIMITED AND BAYPORT HOLDINGS (SOUTH AFRICA) (PROPRIETARY) LIMITED AND WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT 1. Introduction Further to the cautionary announcement published by Brait on 29 June 2007 (the " Cautionary Announcement"), shareholders of Brait are advised that the Company has entered into an agreement (the "Sale Agreement") in terms of which it will sell all of its shares in Bayport Management Limited and Bayport Holdings (South Africa) (Proprietary) Limited (collectively "Bayport" and the "Bayport Shares") to a consortium comprising of the executive management of Bayport and its other shareholders (the "Consortium"). In addition to the sale of the Bayport Shares, Brait will receive repayment of all amounts owing to it by Bayport on loan account (together referred to as the "Sale"). In terms of Section 9 of the JSE Limited's Listing Requirements, the Sale is classified as a Category 3 transaction. 2. Description of Bayport Bayport, established in 2002 by industry professionals together with capital provided by Brait, is a group of micro-lending and financial services businesses with established operations in Ghana, Uganda, Zambia and Tanzania which it conducts through Bayport Management Limited. It is currently also developing a niche opportunity in South Africa which it conducts through Bayport Holdings (South Africa) (Proprietary) Limited. In 2004 and 2005 Brait provided additional capital to Bayport in a blend of equity and interest-bearing debt financing in order for Bayport to pursue various growth opportunities. Brait effectively owns 41.66% of Bayport. 3. Rationale for the Sale Brait, as stated in its annual report for the year ended 31 March 2007 (the " Annual Report"), is in the process of reviewing its capital deployment strategy with respect to, inter alia, its group investment activities in which it held its investment in Bayport. The goal of the strategic review is to more rapidly deploy Brait's capital in support of existing leadership positions enjoyed by Brait. The Sale is in conformity with this strategy. 4. Terms of the Sale Agreement The principal terms of the Sale Agreement are as follows: * The consideration for the Bayport Shares is approximately US$ 17,5 million (the "Sale Consideration") payable in cash within seven business days of the fulfillment of the last of the conditions precedent referred to in 6. below (the "Payment Date"); * The effective date of the Sale is 1 April 2007; * Interest at the rate of 8% per annum nominal annual compounded monthly in arrears is payable on the Sale Consideration from the effective date to the Payment Date; * The Sale Consideration may be adjusted upwards in the event that a subsequent transaction in the equity of Bayport occurs at a materially higher price than the Sale Consideration prior to 31 March 2009; * Brait provides no warranties in respect of the future performance of Bayport and provides warranties only in so far as it relates to the ownership of the Sale Shares; and * All amounts owing to Brait by Bayport on loan account (the "Brait Loans"), including interest accrued thereon, amounting in aggregate to approximately US$ 13,8 million, will be repaid. 5. Pro forma financial effects of the Sale The unaudited pro forma financial effects of the Sale provided below are the responsibility of the directors of Brait and are disclosed in order to provide shareholders with information on the impact of the Sale on the audited financial statements of Brait and its subsidiaries for the year ended 31 March 2007. The unaudited pro forma financial effects of the Sale have been prepared for illustrative purposes only and, because of their nature, may not fairly present the financial position of Brait, changes in its equity or results of its operations or cash flows subsequent to the implementation of the Sale. The unaudited pro forma financial effects of the Sale on the headline earnings, earnings and net asset value per Brait share, before and after the Sale, are set out below: Before After % Per Brait share (US cents) Change Headline earnings - Basic 44,6 44,1 -1,1 - Diluted 42,8 42,3 -1,1 Earnings - Basic 46,9 56,3 +20,1 - Diluted 45,0 54,0 +20,1 Net asset value 166,5 172,5 +3,6 Notes: a. The amounts in the "Before" column are the headline earnings, earnings and net asset value per Brait share as reported in the Annual Report. b. The amounts in the "After" column represent the headline earnings and earnings that would have accrued per Brait share for the year ended 31 March 2007 on the assumptions that: i. the Sale had been effective from 1 April 2006; ii. the Sale Consideration and the Brait Loans had been received on 1 April 2006; and iii. the Sale Consideration and the Brait Loans were invested on 1 April 2006 in the Brait Absolute South Africa Fund, as is Brait's practice with respect to surplus cash holdings, and which for the year ended 31 March 2007 yielded a return of 13,9%, reduced by the costs of an assumed currency hedge. c. The amounts in the "After" column represent the net asset value per Brait share had the Sale been effective on 31 March 2007. Bayport's net asset value at 31 March 2007 was US$ 14.0 million of which the portion attributable to Brait is US$ 5.8 million. 6. Condition precedent and resolutive condition The Sale is subject to the condition precedent that the required approval is obtained in terms of the Exchange Control Regulations published under the South African Currency and Exchanges Act in so far as it relates to the sale of the shares held by Brait in Bayport Holdings (South Africa) (Proprietary) Limited by no later than 10 August 2007. The Sale is also subject to the resolutive condition that the Sale Agreement may be cancelled if payment of the Sale Consideration and the repayment of the Brait Loans are not made on the Payment Date. 7. Withdrawal of Cautionary Announcement Shareholders are advised that, pursuant to the entering into of the Sale Agreement, the Cautionary Announcement has been withdrawn. Luxembourg 3 August 2007 Sponsor Deloitte & Touche Sponsor Services (Proprietary) Limited (Incorporated in the Republic of South Africa) (Registration number 1996/000034/07) Date: 03/08/2007 08:00:01 Produced by the JSE SENS Department. This information is provided by RNS The company news service from the London Stock Exchange END DISOKBKQABKDPFK
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