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    Nedcor Empowerment Transaction 
[NOTE: THIS IS AN EXTRACT FROM THE FULL OLD MUTUAL PLC ANNOUNCEMENT]
   
    Pro forma financial effects of the Nedcor Transaction
     
   

The pro-forma financial effects of the Nedcor Transaction for the financial year ended 31 December 2004 are set out in the table below. The pro-forma financial effects have been prepared for illustrative purposes only in order to provide information on how the Nedcor Transaction might have affected the financial results and position of the Nedcor consolidated results from 1 January 2004 for Income Statement effects and at 31 December 2004 for the Balance Sheet effects, and, because of their nature, these financial effects may not give a true reflection of the actual financial effects of the Nedcor Transaction.

 
 
Before the 
After the 
 
Nedcor 
Nedcor 
 
 
Transaction 
Transaction 
 
 
and issue 
and issue 
 
of shares 
of shares 
change 
 
(cents)
(cents)
Attributable earnings per share (“basic EPS”) (1)(3)
270 
270 
(0.05)
Fully diluted EPS(4)
269 
254 
(5.65)
Headline earnings per share (“HEPS”) (1)
401 
400 
(0.14)
Fully diluted HEPS
400 
377 
(5.86)
Ordinary shareholders equity (Rm)
18 095 
18 177 
0.45 
Net asset value (“NAV”) per share (2)(5)
4 590 
4 594 
0.10 
Tangible net asset value (“TNAV”) per share (2)(5)
3 357 
3 366 
0.27 

Notes:

(1) The “Before the Nedcor Transaction and issue of shares” column reflects the audited earnings and headline earnings per Nedcor share for the year ended 31 December 2004. The “After the Nedcor Transaction and issue of shares” column reflects the earnings and headline earnings adjusted for the financial effects of the various schemes based on the assumption that the Nedcor Transaction was implemented from 1 January 2004.
(2) The “Before the Nedcor Transaction and issue of shares” columnreflects the audited net asset value per Nedcor share at 31 December 2004. The “After the Nedcor Transaction and issue of shares” column reflects the net asset value per Nedcor share after the consideration received from the various schemes and an enlarged number of shares based on the assumption that the Nedcor Transaction was implemented on 31 December 2004.
(3) The “Before the Nedcor Transaction and issue of shares” column weighted average number of shares in issue used in calculating basic EPS was 360.88m and in calculating fully diluted EPS was 361.75m.
(4) The “After the Nedcor Transaction and issue of shares” columnweighted average number of shares in issue used in calculating basic EPS was 362.30m and in calculating fully diluted EPS was 385.25m (this includes Nedcor shares expected to vest under the transaction).
(5) In calculating NAV and TNAV per share the number of shares in issue as at 31 December 2004 was 394.21m and in determining the pro forma NAV and TNAV per share, the number of shares in issue was 395.63m (including 1.4m shares that vest immediately as a result of the Nedcor Transaction).