EZRA HOLDINGS LIMITED - FinanzNachrichten.de

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5. Financial Effects Purely for illustrative purposes only, the pro forma financial effects of the Proposed Distribution on selected financial measures and ratios of the Ezra Group are set out below, and have been computed based on the latest audited consolidated financial statements of the Ezra Group for the financial year ended 31 August 2011. The financial effects are based on, inter alia, the following assumptions: (a) The Company's post-restructuring shareholding in Triyards is diluted by approximately 33.0% as a result of the Proposed Distribution (thereby resulting in its shareholding interest being reduced to approximately 67.%; (b) the transaction costs incurred for the Restructuring Exercise and the Proposed Distribution are insignificant and ignored for computational purposes; (c) the Restructuring Exercise had been effected on 1 September 2010, being the start of the latest audited complete financial year; and (d) the Proposed Distribution of approximately 33.0%. or approximately US$24.0 million is based on the pro forma consolidated net asset value of the Triyards pro forma Group as at 31 August 2011 of approximately US$72.8 million. 5.1 Share Capital There are no pro forma financial effects arising from the Proposed Distribution on the share capital of the Company as at 31 August 2011. The share capital of the Company before and after the Proposed Distribution as at 31 August 2011 is as follows:- Issued share capital : US$394.9 million Number of Issued Shares (excluding treasury shares): 862,603,733 5.2 Net Tangible Assets ("NTA") The pro forma financial effects of the Proposed Distribution on the NTA per Share of the Ezra Group as at 31 August 2011 are as follows: NTA (US$’000) (1) Number of Shares (3) 0102236-0000004 SN:5301031.6 6 Ezra Group before the Proposed Distribution (Audited) Ezra Pro Forma Group after the Proposed Distribution (Unaudited) 674,221 650,205 (2) 973,529,408 973,529,408 NTA per Share (US cents) 69.26 66.79 Notes:- (1) Adjusted to remove goodwill and other intangible assets
(2) NTA after the Proposed Distribution was derived by deducting approximately 33.0% of the Triyards Group pro forma consolidated NTA as at 31 August 2011 amounting to approximately US$72.8 million. (3) Includes the new shares arising from the placement of 110,000,000 Shares in the Company in March 2012 but excludes treasury shares and the outstanding shares granted under the Ezra Employee Share Plan. 5.3 Earnings The pro forma financial effects of the Proposed Distribution on the Ezra Group’s net profit attributable to owners of parent are as follows: 0102236-0000004 SN:5301031.6 7 Ezra Group before the Proposed Distribution (Audited) Ezra Pro Forma Group after the Proposed Distribution (Unaudited) Net profits attributable to owners of parent (1) (US$ '000) 40,361 37,567 EPS (US cents) 4.15 3.86 Notes: 5.4 Gearing (1) Net profit attributable to owners of parent after the Proposed Distribution was derived by deducting approximately 33.0% of the Triyards Group pro forma consolidated profit after tax for the year ended 31 August 2011 amounting to approximately US$8.47 million. The pro forma financial effects of the Proposed Distribution on the Ezra Group’s gearing as at 31 August 2011 are as follows:- Ezra Group before the Proposed Distribution (Audited) Ezra Pro Forma Group after the Proposed Distribution (Unaudited) Total borrowings (US$'000) 930,812 930,812 Total Equity (excluding non-controlling interests) (US$'000) Gearing Ratio (times) (1) Notes:- 845,581 821,565 (2) 1.1 1.1 (1) Gearing ratio is defined as the ratio of borrowings to total equity. “Borrowings” refers to the aggregate amount of liabilities arising from borrowings from banks and financial institutions.
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