| Wed 5 Mar 2008, 12:41 | | GMB - Glenrand M I B - Further Information Regardi |
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GMB
GMB
GMB - Glenrand M I B - Further Information Regarding The Disposal And Withdrawal
Of Cautionary Announcement
GLENRAND M I B LIMITED
(a Licenced Financial Services Provider)
(Incorporated in the Republic of South Africa)
(Registration number 1997/008001/06)
Share code: GMB & ISIN: ZAE000078010
("Glenrand M I B " or "the Company")
FURTHER INFORMATION REGARDING THE DISPOSAL OF THE RETIREMENT FUND CONSULTING AND
ADMINISTRATION BUSINESS AND THE HEALTHCARE BUSINESS OF GLENRAND M I B BENEFIT
SERVICES (PROPRIETARY) LIMITED AND WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
1. INTRODUCTION
Glenrand M I B shareholders are referred to the announcement issued by the
Company and published on the Securities Exchange News Service ("SENS") on
Friday, 1 February 2008, in which the Company announced that all the
suspensive and resolutive conditions to the Agreement between Absa
Consultants and Actuaries (Pty) Limited ("Absa") relative to the transfer
of the Glenrand M I B Benefit Services (Pty) Limited ("Benefit Services")
retirement fund administration mandates onto their licence in terms of the
Pension Funds Act ("the S13B licence"), had been fulfilled ("the Benefit
Services Disposal").
Shareholders are further advised that the sale of the Healthcare business
of Benefit Services to Absa Health Care Consultants (Pty) Limited and
Mediboost (Pty) Limited ("the Healthcare Disposal") was concluded on 28
February 2008 for a total consideration of R12,5 million in cash, effective
1 March 2008. All conditions relating to the Healthcare Disposal have been
fulfilled.
For the purpose of this announcement, the Benefit Services Disposal and the
Healthcare Disposal will be collectively referred to as "the Disposals".
In accordance with the JSE Limited ("JSE") Listings Requirements, the
Company now discloses the following information set out below.
2. RATIONALE FOR THE DISPOSALS
Benefit Services, which is a provider of consulting, healthcare, actuarial
and administration services for retirement funds, has continued to incur
losses, despite attempts by Glenrand M I B to return the business to
profitability.
The Glenrand M I B Board undertook a strategic review during February 2007
in terms of which it considered all the options available to it in relation
to Benefit Services to ensure it acts in the best interest of Glenrand
M?I?B, Benefit Services, its employees and its client base. After careful
consideration, the Glenrand M I B Board resolved to dispose of its interest
in Benefit Services.
The Disposal of the consulting, actuarial and administration services
division, together with the healthcare business of Benefit Services, will
result in the following benefits to all parties interested in the
Disposals:
- enabling the executive of Glenrand M I B to focus their efforts on
Glenrand M?I?B`s main profit contributor, Risk Services;
- increasing the profitability of Glenrand M?I?B; and
- ensuring the continuity of services currently being delivered to the
Benefit Services clients.
3. FINANCIAL EFFECTS OF THE BENEFIT SERVICES DISPOSAL
Based on the reviewed interim results of Glenrand M I B for the six months
ended 31 December 2007, the unaudited pro forma financial effects of the
Benefit Services Disposal on earnings per share ("EPS"), headline earnings
per share ("HEPS"), fully diluted earnings per share ("FDEPS"), fully
diluted headline earnings per share ("FDHEPS"), net asset value per share
("NAV") and net tangible assets per share ("NTAV") are set out below. This
unaudited pro forma financial information has been prepared for
illustrative purposes only and because of its nature may not give a fair
reflection of Glenrand M I B `s financial position and results of
operations, nor of the effect and impact of the Benefit Services Disposal
on Glenrand M I B. The preparation of the pro forma financial information
is the responsibility of Glenrand M I B `s directors.
Before the After the % Change
Benefit Benefit
Services Services
Disposal (1) Disposal (2)
EPS (cents) (20,7) (10,8) (3,4) 48
HEPS (cents) (15,4) (7,2) (3,4) 53
FDEPS (cents) (20,7) (10,8) (3,4) 48
FDHEPS (cents) (15,4) (7,2) (3,4) 53
NAV (cents) 63,3 65,2(4) 3
NTAV (cents) 26,6 30,3(4) 14
Weighted average shares in 226 526 226 526
issue for calculating EPS and
HEPS (`000)
Weighted average fully diluted 226 526 226 526
shares in issue for calculating
FDEPS and FDHEPS (`000)
Shares in issue for calculating 226 526 226 526
NAV and NTAV (`000)
Notes
1. Based on the published reviewed interim results of Glenrand M I B for
the six months ended 31 December 2007.
2. Based on the assumption that the Benefit Services Disposal occurred on
1 July 2007 for income statement purposes and on 31 December 2007 for
balance sheet purposes.
3. EPS, HEPS, FDEPS and FDHEPS have been adjusted to exclude the loss
attributable to the Benefit Services Disposal for the six months ended
31 December 2007. The proceeds of the Benefit Services Disposal will
be used to fund current working capital requirements and therefore, no
interest or other income has been attributed to the cash proceeds.
4. After taking into account the estimated profit arising on the Benefit
Services Disposal of R4,4 million after capital gains tax.
4. FINANCIAL EFFECTS OF THE HEALHCARE DISPOSAL
Based on the reviewed interim results of Glenrand M?I?B for the six months
ended 31 December 2007, the unaudited pro forma financial effects of the
Healthcare Disposal on EPS, HEPS, FDEPS, FDHEPS, NAV and NTAV are set out
below. This unaudited pro forma financial information has been prepared for
illustrative purposes only and because of its nature may not give a fair
reflection of Glenrand M I B`s financial position and results of
operations, nor of the effect and impact of the Healthcare Disposal on
Glenrand M?I?B. The preparation of the pro forma financial information is
the responsibility of Glenrand M I B `s directors.
Before the After the % Change
Healthcare Healthcare
Disposal (1) Disposal
(2)
EPS (cents) (20,7) (15,7) 24
(3,4)
HEPS (cents) (15,4) (15,8) (3)
(3,4)
FDEPS (cents) (20,7) (15,7) 24
(3,4)
FDHEPS (cents) (15,4) (15,8) (3)
(3,4)
NAV (cents) 63,3 68,7(4) 9
NTAV (cents) 26,6 32,0(4) 20
Weighted average shares 226 526 226 526
in issue for
calculating EPS and
HEPS (`000)
Weighted average fully 226 526 226 526
diluted shares in issue
for calculating FDEPS
and FDHEPS (`000)
Shares in issue for 226 526 226 526
calculating NAV and
NTAV (`000)
Notes
1. Based on the published reviewed interim results of Glenrand M I B for
the six months ended 31 December 2007.
2. Based on the assumption that the Healthcare Disposal occurred on 1
July 2007 for income statement purposes and on 31 December 2007 for
balance sheet purposes.
3. EPS, HEPS, FDEPS and FDHEPS have been adjusted to exclude the profit
attributable to the Healthcare Disposal for the six months ended 31
December 2007. The proceeds of the Healthcare Disposal will be used to
fund current working capital requirements and therefore, no interest
or other income has been attributed to the cash proceeds.
4. After taking into account profit arising on the Healthcare Disposal of
R12,2 million after capital gains tax.
5. CATEGORISATION
The Benefit Services Disposal is a Category 2 transaction in terms of the
JSE Listings Requirements. As the Disposals have been entered into with the
same party or associates thereof, the Disposals have been aggregated in
terms of paragraph 9.13 of the JSE Listings Requirements. The Healthcare
Disposal is less than a Category 2 transaction but, as a consequence of the
aggregation, full details as required for a Category 2 transaction have
been provided.
6. WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
The Company is still concluding agreements in respect of the transfer of
the investment policies managed by Ten-50-Six Life Limited and the sale of
the pension backed lending book. As these transactions are not considered
to be material, caution need no longer be exercised when dealing in
Glenrand M I B `s securities.
Randburg
5 March 2008
Investment Bank and Sponsor
Nedbank Capital
Date: 05/03/2008 12:41:05 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.
