Try our mobile app
Insimbi Industrial Holdings Ltd (JSE:ISB) News - Revised Pro Forma Information
Insimbi Industrial Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number: 2002/029821/06)
Share code: ISB ISIN: ZAE000116828
(“Insimbi” or “the Group”)
REVISED PRO FORMA INFORMATION
Shareholders are referred to the SENS announcement released on SENS on 9 February
2021 setting out the terms of the settlement agreement entered into by Insimbi
(“Settlement”) as well as the circular dated 6 May 2021.
Set out below is the pro forma financial information of the Settlement, which are the
responsibility of the directors of Insimbi. The reviewed pro forma financial effects are
presented in a manner consistent with the basis on which the historical financial information
has been prepared and in terms of Insimbi’s accounting policies. The reviewed pro forma
financial effects have been presented for illustrative purposes only and, because of their
nature, may not give a fair reflection of Insimbi’s financial position, nor of the effect on future
earnings after the Settlement.
PRO FORMA STATEMENT OF FINANCIAL POSITION
The pro forma consolidated Statement of Financial Position has been prepared to illustrate
the impact of the Settlement on the provisional reviewed condensed consolidated Statement
of Financial Position of the Group as at 28 February 2021 as if the Settlement occurred on
that date.
Reviewed Pro forma
2
as at Settlement
28 February after the
2021 ¹ Settlement
R’000
Assets
Non-current assets
Property, plant and equipment 436 017 - 436 017
Goodwill 170 484 - 170 484
Intangible assets 7 611 - 7 611
Investments in joint ventures 1 609 - 1 609
Lease receivable 2 846 - 2 846
Deferred taxation asset 14 457 - 14 457
633 024 - 633 024
Current assets
Inventories 198 418 - 198 418
Lease receivable 191 - 191
Trade and other receivables 719 962 - 719 962
Current taxation receivable 4 104 - 4 104
Cash and cash equivalents 2.a, 2.b & 2.d 68 451 (762) 67 689
991 126 (762) 990 364
Total assets 1 624 150 (762) 1 623 388
Equity and liabilities
Equity
Share capital 2.b. 208 502 (150) 208 352
Premium on Non-controlling interest 2.a. - (350) (350)
Reserves 50 737 - 50 737
Retained earnings 2.c. – 2.d. 253 186 10 949 264 135
512 425 10 449 522 874
Liabilities
Non-current liabilities
Financial liabilities at amortised cost 2.c. 292 589 (11 211) 281 378
Lease liabilities 10 181 - 10 181
Deferred taxation 44 306 - 44 306
Contingent consideration 870 - 870
347 946 (11 211) 336 735
Current liabilities
Financial liabilities at amortised cost 419 677 - 419 677
Derivatives 723 - 723
Lease liabilities 848 - 848
Current taxation payable 11 691 - 11 691
Trade and other payables 330 840 - 330 840
763 779 - 763 779
Total liabilities 1 111 725 (11 211) 1 100 514
Total equity and liabilities 1 624 150 (762) 1 623 388
Number of shares in issue 440 000 000 (18 461 538) 421 538 462
Number of treasury shares at the end of
the period 26 601 012 - 26 601 012
Net asset value per share 123.95 8.44 132.39
Tangible Net asset value per share 80.87 6.43 87.30
Notes:
1. The "Reviewed as at 28 February 2021” column is extracted without modification from
Insimbi’s provisional reviewed condensed consolidated financial statements for the year
ended 28 February 2021.
2. The “Settlement” adjustment column represents the impact of the Settlement, which
comprises the following:
a. The financial effects of the GW Share Repurchase, being a cash outflow of R350 000
and the recognition of a premium on acquisition of a non-controlling interest;
b. The financial effects of the Specific Repurchase, being a cash outflow of R150 000
and a reduction to Stated Capital;
c. The financial effects of the Loan Reduction, being a reduction in financial liabilities in
the amount of R11 210 960; and an increase to retained to earnings; and
d. transactional costs of R262 000 arising from the Settlement.
3. There are no other post-balance sheet events which require adjustment to the pro forma
financial information.
PRO FORMA STATEMENT OF COMPREHENSIVE INCOME
The pro forma consolidated Statement of Comprehensive Income has been prepared to illustrate the
impact of the Settlement on the provisional reviewed condensed consolidated Statement of
Comprehensive Income of the Group for the year ended 28 February 2021 as if the Settlement
occurred on 1 March 2020.
Reviewed Settlement2 Pro forma
as at
28 February after the
2021 ¹ Settlement
R'000
Revenue 4 909 528 - 4 909 528
Cost of sales (4 455 906) - (4 455 906)
Gross profit 453 622 - 453 622
Other operating income 11 267 - 11 267
Other operating gains/losses2.c. (3 848) 11 211 7 363
Operating expenses2.d. (347 523) (262) (347 785)
Operating profit 113 518 10 949 124 467
Investment revenue 2 227 - 2 227
Income from equity accounted investments 2 621 - 2 621
Finance cost (53 736) - (53 736)
Profit before taxation 64 630 10 949 75 579
Taxation (20 750) - (20 750)
Profit for the year 43 880 10 949 54 829
Total comprehensive income for the year 43 880 10 949 54 829
Reviewed Pro forma Pro forma
as at adjustments information
28 February after
2021 ¹ adjustments
R'000
Basic earnings (loss) per share
From continuing operations (cents per share) 10.61 3.27 13.88
Number of weighted shares in issue at the end of the 440 000 (18 462) 421 538
period/year ('000)
Less: treasury shares held in a subsidiary at the end of (26 440) - (26 440)
the year ('000)
413 560 (18 462) 395 098
Headline earnings (loss) per share
Profit attributable to owners of the parent (R'000) 43 880 10 949 54 829
Adjusted for (profit)/loss on sale of property, plant and (1 032) - (1 032)
equipment, net of tax (R'000)
Headline earnings for the group (R'000) 42 848 10 949 53 797
Headline earnings per share (cents) 10.36 3.26 13.62
Reconciliation of number of shares for diluted
earnings (loss)
Weighted average number of ordinary shares in issue 413 560 (18 462) 395 098
('000)
Adjusted for: Share options ('000) 24 228 - 24 228
Weighted average number of ordinary shares for diluted 437 788 (18 462) 419 326
earnings per share ('000)
Diluted earnings per share (cents) 10.02 3.05 13.08
Diluted headline earnings per share (cents) 9.79 3.04 12.83
Notes:
1. The "Reviewed as at 28 February 2021” column is extracted without modification from
Insimbi’s provisional reviewed condensed consolidated financial statements for the year
ended 28 February 2021.
2. The “Settlement” adjustment column represents the impact of the Settlement, which
comprises the following:
a. The GW Share Repurchase will not have any financial effect on the Statement of
Comprehensive Income of the Group;
b. The Specific Repurchase will result in a decrease in the weighted average number of
shares for the period of 18 461 538;
c. The financial effects of the Loan Reduction, being a reduction in financial liabilities in
the amount of R11 210 960; and the recognition of other income in the same amount;
and
d. transactional costs of R262 000 arising from the Settlement being expensed.
3. These adjustments will not have a continuing impact.
Johannesburg
1 June 2021
Sponsor
PSG Capital
Date: 01-06-2021 11:25:00
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.
