| Tue 9 Oct 2007, 9:00 | | SPS - Spescom - Disposal Of The Investment In Ente |
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SPS
SPS
SPS - Spescom - Disposal Of The Investment In Enterprise Informatics INC. By
Spescom To ERP2 Holdings LLC
Spescom Limited
(Incorporated in the Republic of South Africa)
(Registration number 1987/001083/06)
Share code: SPS & ISIN: ZAE000017919
("Spescom")
DISPOSAL OF THE INVESTMENT IN ENTERPRISE INFORMATICS INC. BY SPESCOM TO ERP2
HOLDINGS LLC
1. INTRODUCTION
Investec Bank Limited is authorised to announce that agreement has been
reached between Spescom and ERP2 Holdings LLC, a Delaware limited liability
company ("EPR2"), whereby Spescom will dispose of its interest in
Enterprise Informatics Inc. ("Enterprise Informatics"). The agreement was
concluded, on 30 September 2007.
2. NATURE OF BUSINESS OF ENTERPRISE INFORMATICS
Enterprise Informatics, formerly known as Spescom Software Inc, is a
software company based in San Diego, USA with international sales and
support centres in London, UK and Johannesburg, South Africa. The Company
develops software solutions that enable the capture, management and
distribution of all types of information for assets, products and
processes.
3. RATIONALE FOR THE DISPOSAL
Spescom is a multi-national technology innovator with direct operations in
the United States, United Kingdom and South Africa. The Group provides
products and solutions to connect the networked economy, as well as
enterprise software to manage information and knowledge. Spescom
successfully competes in a crowded global ICT (Information and
Communications Technology) marketplace due to its innovative and
entrepreneurial business approach, coupled with its leading proprietary
technology and products.
The investment in Enterprise Informatics is no longer core to the group`s
operations. Prior year losses incurred by Enterprise Informatics have also
negatively impacted on the group`s performance. In order to focus on
enhancing communications by unlocking the value of voice, data and video
through effective integration and support services, management has decided
to dispose of the investment in Enterprise Informatics.
The disposal will facilitate a further reduction of debt to the equivalent
value of $1,164,806.30. The remaining consideration will be invested in
developing existing core operations within the Spescom group.
4. SALIENT TERMS OF THE DISPOSAL
All securities and other interests in Enterprise Informatics held by
Spescom and any of its subsidiaries were disposed of to ERP2 for the sale
consideration of U$2,500,000 ("the consideration"). The disposal will be
settled by 11 October 2007. The disposal is subject to normal warranties
and indemnities of a transaction of this kind.
4. UNAUDITED PRO FORMA FINANCIAL EFFECTS OF THE DISPOSAL
The unaudited pro forma financial effects set out below have been prepared
for illustrative purposes only. These are intended to assist Spescom
shareholders in assessing the impact of the disposal on the earnings per
share ("EPS"), headline earnings per share ("HEPS"), net asset value
("NAV") per share and tangible net asset value ("TNAV") per share of
Spescom. The unaudited pro forma financial effects have been prepared for
the interim period and are based on Spescoms` unaudited results for the six
months ended 31 March 2007.
These unaudited pro forma financial effects have been disclosed in terms of
the JSE Limited ("JSE") Listings Requirements and because of their nature
may not fairly present Spescoms` financial position, changes in equity,
results of operations or cash flows. The unaudited pro forma financial
effects are the responsibility of the directors of Spescom and are provided
for illustrative purposes only.
Before the After the Change
disposal disposal
Cents Cents %
EPS 4.0(i) 32.7(ii) >100%
HEPS 4.1(i) 4.1(ii) -
NAV per share 75.3(iii) 75.2(iv) -0.13%
TNAV per share 56.5(iii) 56.3(iv) -0.35%
Notes:
1. The EPS and HEPS are based on the unaudited income statement of Spescom for
the six months ended 31 March 2007 and a weighted average number of shares
in issue of 72,320,538. The EPS and HEPS, as set out in the "After the
disposal" column of the table, are based on a Rand/U$ exchange rate of
R6,92; and the assumptions that the disposal became effective at the
beginning of the six month period and the consideration was received at the
beginning of the six month period.
2. The NAV and TNAV per share are based on the unaudited balance sheet of
Spescom at 31 March 2007 and 78,768,056 shares in issue. The NAV and TNAV
per share, as set out in the "After the disposal" column of the table, are
based on a Rand/U$ exchange rate of R6,92; and the assumptions that the
disposal became effective at the end of the six month period; and the
consideration was paid at the end of the six month period.
3. Transaction costs of approximately R2.4 million were assumed to have been
paid in cash at the end of the six month period.
6. CATEGORISATION OF THE DISPOSAL
The disposal has been categorised as a category 3 transaction in terms of
section 9.5(a) of the JSE Listings Requirements.
Johannesburg
9 October 2007
Sponsor: INVESTEC BANK
Date: 09/10/2007 09:00:02 Produced by the JSE SENS Department.
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