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Investcom LLC (INVT)

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Monday 15 May, 2006

Investcom LLC

MTN Group merger update

Investcom LLC
15 May 2006

  Not for release, publication or distribution in or into the United States of
                      America, Canada, Australia or Japan



PRESS RELEASE



                                 INVESTCOM LLC



Dubai May 15th 2006 - Investcom LLC, the international mobile telecommunications
company, would like to inform its shareholders that, related to the transaction
announced on the 2nd May, 2006, MTN Group Ltd. has made the attached
announcement to Johannesburg Stock Exchange:









MTN Group Limited

(Incorporated in the Republic of South Africa)

(Registration number 1994/009584/06)

(Share code: MTN)

(ISIN code: ZAE000042164)

('MTN Group' or the 'Company')



          FINANCIAL EFFECTS AND WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT



1.                  INTRODUCTION



Further to the SENS announcement dated 2 May 2006 regarding MTN Group's proposed
acquisition of the entire issued share capital of Investcom LLC ('Investcom') ('
the Proposed Transaction'), MTN Group announces that the financial effects
arising on the retrospective application of the Proposed Transaction, as
required in terms of the Listings Requirements of the JSE Limited, have been
finalised.



2.                  FINANCIAL EFFECTS STATEMENT



The table below sets out, for illustrative purposes only, the unaudited pro
forma financial effects of the Proposed Transaction based on the final audited
results of MTN Group for the nine months ended 31 December 2005 and a
corresponding nine-month extract from Investcom's published financial statements
for the 12 month period ended 31 December 2005.  These results were prepared in
accordance with International Financial Reporting Standards.



Due to the nature of these pro forma financial effects, the table below may not
fairly present MTN Group's financial position, changes in equity, results of
operations or cash flows, nor does this statement in any way constitute a profit
forecast or estimate.  Furthermore, it is essential that the table set out below
be read in conjunction with the explanatory notes following immediately
thereafter.  The financial effects statement is the responsibility of the
directors of MTN Group.






                                                                  Audited before   Pro forma after   Change (%)
                                                                 the acquisition   the transaction
                                                                       (1)         (2) (3) (4) (5)
Headline earnings per MTN Group ordinary share (cents)                359.8             280.6          (22.0)
Adjusted headline earnings per MTN Group ordinary share (cents)       338.2             261.5          (22.7)
Attributable earnings per MTN Group ordinary share (cents)            352.7             274.9          (22.1)
Diluted headline earnings per MTN Group ordinary share (cents)        356.5             278.6          (21.9)
Diluted adjusted headline earnings per MTN Group ordinary share       335.9             259.5          (22.7)
(cents)
Diluted attributable earnings per MTN Group ordinary share            349.7             272.8          (22.0)
(cents)
Net asset value per MTN Group ordinary share (cents)                 1 183.9           1 693.5          43.0
Net tangible asset value per MTN Group ordinary share (cents)         818.8            (329.0)        (140.2)
Weighted average number of MTN Group ordinary shares (millions)      1 663.2           1 867.5          12.3
Diluted weighted average number of MTN Group ordinary shares         1 677.4           1 881.7          12.2
(millions)
Number of MTN Group ordinary shares in issue as at 31 December       1 665.3           1 869.6          12.3
2005 (millions)




Notes:

(1)   The 'before the acquisition' financial information reflects amounts
extracted from the MTN Group audited financial results for the nine-month period
ended 31 December 2005 and the audited financial position as reported on that
date.



(2)   The 'after the transaction' financial information reflects MTN Group's pro
forma financial results after accounting for a 100% acquisition of Investcom.
The following assumptions have been applied in calculating these effects:

-        all Investcom shareholders accepted the offer and opted for the cash
and share alternative of US$2.0809 in cash and 0.1807 new MTN Group shares for
each Investcom share;

-        up to a maximum of 204.3 million new MTN Group shares were issued to
Investcom shareholders and the balance of the consideration was settled in cash;

-        the Proposed Transaction was effective throughout the nine-month period
ended 31 December 2005 for attributable earnings, headline earnings and adjusted
headline earnings per share;

-        the Proposed Transaction was effective as at 31 December 2005 for net
asset and net tangible asset value per share; and

-        204.3 million new MTN Group shares were issued to Investcom
shareholders on 1 April 2005 for weighted average, diluted weighted average and
total number of ordinary shares.



(3)   Because of the retrospective nature of the unaudited pro forma financial
effects, these financial effects do not appropriately reflect MTN Group's
financial position after the Proposed Transaction and do not give an indication
of MTN Group's future earnings.  A simple consolidation of the historical
financial effects of MTN Group and Investcom does not appropriately reflect the
future prospects of the combined businesses that MTN Group is offering to
purchase due to:

-        the high annual growth (in excess of 40%) experienced by Investcom over
the past two years;

-        certain Investcom companies having only commenced operations last year
and not contributing to profitability for the pro forma period reported on;

-        Investcom having increased its effective shareholdings in Yemen and in
Sudan since the end of the reported period (31 December 2005); and

-        the exceptional growth currently being experienced in the cellular
industry in emerging markets.



Consequently historical performance is not an appropriate reflection of future
prospects.



(4)   A full Purchase Price Allocation review in terms of IFRS3 Business
Combinations has not been completed as a consequence of the extent of this
exercise, and as a result none of the financial effects resulting from such an
allocation have been taken into account in the above financial effects,
including no amortisation and deferred tax impacts in respect of intangible
assets which may arise on the acquisition.



(5)   The change in tangible net asset value per ordinary share 'after the
transaction' arises from the deduction of goodwill relating to the Proposed
Transaction.  The net asset value of Investcom as at 31 December 2005 was R4,814
million.



3.                  PRE-CONDITIONS



The Proposed Transaction remains subject to the pre-conditions as set out in the
announcement dated 2 May 2006 (and, if and when the offer to acquire the entire
issued share capital of Investcom is made it will be subject to the conditions
stated therein). A further announcement will be released on SENS and published
in the South African press and a circular setting out full details of the
Proposed Transaction will be posted to MTN Group shareholders following the
fulfilment or waiver of the pre-conditions and certain of the conditions.



4.                  WITHDRAWAL OF CAUTIONARY



Shareholders of MTN Group are no longer required to exercise caution in their
dealings in MTN Group shares, with respect to the Proposed Transaction.



Johannesburg - 15 May 2006



Joint financial adviser and transaction sponsor: Deutsche Securities & First
Africa

South Africa legal adviser: Webber Wentzel Bowens

International legal adviser: Freshfields Bruckhaus Deringer

Joint independent reporting accountants and auditors: PricewaterhouseCoopers Inc

Joint independent reporting accountants and auditors: SizweNtsaluba VSP

Sponsor: Merrill Lynch


                      This information is provided by RNS
            The company news service from the London Stock Exchange                                                                                                                                                                                                                                                  

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