| Wed 17 Jun 2009, 16:30 | | SKJ - Sekunjalo Investments Limited - Disposal of Synergy Business Intelligence |
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SKJ
SKJ
SKJ - Sekunjalo Investments Limited - Disposal of Synergy Business Intelligence
(PROPRIETARY) Limited and withdrawal of cautionary announcement
SEKUNJALO INVESTMENTS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1996/006093/06)
ISIN: ZAE000017893
Share Code: SKJ
("Sekunjalo" or "the Company")
DISPOSAL OF SYNERGY BUSINESS INTELLIGENCE (PROPRIETARY) LIMITED AND WITHDRAWAL
OF CAUTIONARY ANNOUNCEMENT
1. INTRODUCTION
Sekunjalo is pleased to announce that it has entered into an agreement
dated 16 April 2009 in respect of the disposal of its subsidiary, Synergy
Business Intelligence (Proprietary) Limited ("Synergy") to Kovacs
Investments 901 (Pty) Ltd ("the purchaser") a consortium of Black Economic
Empowerment investors, which includes certain members of the management
team of Synergy ("the disposal").
2. RATIONALE
Sekunjalo currently has a significant presence in the business intelligence
space through ownership of Synergy and Fios (Pty) Ltd and has decided to
sell Synergy to a BEE consortium and the management in line with
Sekunjalo`s commitment to Enterprise Development and empowering its
management.
3. THE BUSINESS OF SYNERGY
Synergy is a services business which provides the sales of, implementation
to and training support for its Business Intelligence software offering and
is currently held under the Informatics division.
4. TERMS OF THE DISPOSAL
4.1 The consideration
The consideration for the disposal is R27.5 million, R24.5 million of which
is payable 3 business days after the publication of this announcement ("the
closing date") and R3 million of which is payable on the third anniversary
of the closing date.
The proceeds of the disposal will be applied to the reduction of group
financial liabilities including overdraft facilities.
4.2 The effective date
The effective date of the disposal is 1 March 2009 ("effective date").
4.3 Conditions precedent
The deal is contingent on the settlement of any amounts due from the
purchase of the 18.5% of the shares in Synergy which will be concluded at
the same time as the settlement of the consideration for this transaction.
5. PRO FORMA FINANCIAL EFFECTS OF THE DISPOSAL
The table below sets out the unaudited pro forma financial effects of the
disposal on earnings per share ("EPS"), headline EPS, net asset value
("NAV") and net tangible asset value ("NTAV") per share based on the
published unaudited results of the Company for the six months ended 28
February 2009.
The unaudited pro forma financial effects are the responsibility of the
directors and have been prepared for illustrative purposes only to provide
information about how the disposal may have impacted shareholders on the
relevant reporting date and because of its nature may not give a fair
reflection of the Company`s financial position, changes in equity, results
of operations or cash flows after implementation of the disposal or of the
Company`s future earnings.
Before the After the Change
disposal(1) disposal (2,3)
(cents) (cents) (%)
EPS 2.05 1.70 -17.07%
Headline EPS 0.55 0.64 16.36%
NAV per share 93.77 93.72 -0.05%
NTAV per share 65.08 69.91 7.42%
The financial effects are based on the assumptions set out below:
1 Based on Sekunjalo`s published unaudited earnings, headline earnings,
NAV and tangible NAV for the six months ended 28 February 2009.
2 Based on the assumption that the disposal was effected on 1 September
2008 for income statement purposes; and 28 February 2009 for balance
sheet purposes.
3 Based on 489 389 484 shares in issue as at 28 February 2009.
4 Based on a R19.5 million reduction in group overdraft at an average
interest rate of 15.21%
5 Based on a R5 million reduction in other Financial Liabilities at an
average interest rate of 13.21% and;
6 Based on R3 million being received in 3 years time.
6. SMALL RELATED PARTY TRANSACTION
In terms of the Listings Requirements of the JSE Limited, the disposal of
Synergy is regarded as a small related party transaction as 22.3% of the
purchaser will be held by the current directors of Synergy.
Accordingly, Sekunjalo has provided the JSE with written confirmation from
KPMG Services (Proprietary) Limited, an independent professional expert,
that the terms of the disposal are fair to shareholders of Sekunjalo. The
fairness opinion statement will lie for inspection at the registered office
of Sekunjalo, for a period of 28 days from the date of this announcement.
7. WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
Further to the Cautionary announcements released on SENS on 16 April 2009
and 1 June 2009, shareholders are advised that as all other negotiations
have been terminated, caution is no longer required to be exercised by
shareholders when dealing in their securities.
Cape Town
17 June 2009
Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Date: 17/06/2009 16:30:31 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.
