| Tue 24 May 2011, 17:49 | | UCS - UCS Group Limited - Sale by Business Connexion Group Limited of its 70% |
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UCS
UCS
UCS - UCS Group Limited - Sale by Business Connexion Group Limited of its 70%
shareholding in and all claims held by it against Destiny Electronic Commerce
Limited and withdrawal of cautionary announcement
UCS GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1993/002253/06)
Share code: UCS
ISIN: ZAE000016150
("UCS" or "the Company")
SALE BY BUSINESS CONNEXION GROUP LIMITED ("BCG") OF ITS 70% SHAREHOLDING IN AND
ALL CLAIMS HELD BY IT AGAINST DESTINY ELECTRONIC COMMERCE (PROPRIETARY) LIMITED
("DESTINY E-COMMERCE") AND WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
1 Introduction
UCS shareholders ("Shareholders") are referred to the announcements
published by the Company on the Securities Exchange News Service ("SENS")
and the circular to Shareholders dated 9 March 2011 ("the Circular"),
regarding the conclusion of an agreement between UCS and BCG ("the
Agreement"). In terms of the Agreement, UCS disposed of its shares in and
claims against certain of its subsidiaries (including Destiny E-Commerce)
("the Target Entities") to BCG and subsequently unbundled the consideration
shares received from BCG pursuant to such disposal to Shareholders ("the
Transaction"). The Transaction became effective on 11 May 2011 ("the
Effective Date").
In terms of the joint cautionary announcement dated 12 May 2011,
Shareholders were advised that UCS and BCG were in discussions with a third
party with regard to the acquisition of one of the Target Entities. On 24
May 2011 BCG, VeriFone Singapore PTE Limited ("VeriFone") and the
management shareholders in Destiny E-Commerce entered into a sale and
purchase agreement in terms of which, inter alia, BCG will, subject to the
fulfillment of certain suspensive conditions, dispose of its 70%
shareholding in and all claims held by it against Destiny E-Commerce, to
VeriFone ("the Disposal"). In this regard, Shareholders are referred to the
announcement published by BCG on SENS earlier today for further information
relating to the Disposal.
2 UCS`s share in the upside of the Disposal
In terms of the Agreement and as disclosed in the Circular, should a sale
of one of the Target Entities be implemented at any time during the period
commencing on the Effective Date and ending 12 months thereafter ("the
Potential Sale"), UCS shall be entitled, at its election in writing, to 70%
of the net proceeds of such Potential Sale which is in excess of R144 000
000, realised and actually received by BCG, up to R100 000 000, and,
thereafter 100% of the balance of such net proceeds exceeding the aforesaid
R100 000 000 threshold. Furthermore, in terms of the Agreement, BCG agreed
to acquire the claims held by UCS against Destiny E-Commerce ("Destiny E-
Commerce Sale Claims") from UCS for an amount equal to the face value
thereof, being R44 896 337.,
Accordingly, in accordance with the provisions of the Agreement, UCS has
exercised its election to share in the proceeds of the Disposal, and based
on the total consideration to be received by BCG for the Disposal, being an
amount of R255 000 000, UCS will be entitled to receive an amount of R26
554 684 of the net proceeds (after taking into account the settlement by
BCG of the Destiny E-Commerce Sale Claims) ("the UCS Consideration") if the
Disposal is implemented.
3 Unaudited pro forma financial effects for UCS ("Financial Effects")
The table below sets out the Financial Effects of the UCS Consideration
following the Transaction. The Financial Effects have been prepared for
illustrative purposes and due to their nature may not fairly present the
financial position or the effect on future earnings of UCS upon receipt of
the UCS Consideration. The preparation of the Financial Effects is the
responsibility of UCS`s directors.
After the After the UCS Change
Transacti Consideration
on(1) (2) %
Earnings per share (cents) 157.5 164.5 4.4
Diluted earnings per share 154.8 161.7 4.5
(cents)
Headline earnings per share (5.3) (5.3) -
(cents)
Diluted headline earnings per (5.2) (5.2) -
share (cents)
Net asset value per share (cents) 77.2 84.2 9.1
Net tangible asset value per 28.5 35.5 24.6
share (cents)
Weighted average number of shares 284 653 284 653 -
in issue (`000)
Diluted weighted average number 289 731 289 731 -
of shares in issue (`000)
Number of shares in issue (`000) 285 356 285 356 -
Notes:
1 Based on the published consolidated audited results of UCS for the
year ended 30 September 2010 and having taken into account the effects
of the Transaction, as extracted from the Financial Effects table set
out on page 26 of the Circular.
2 After taking into account the receipt of the UCS Consideration and the
taxation thereon.
4 Withdrawal of cautionary announcement
Further to the above, caution is no longer required to be exercised by
Shareholders when dealing in their UCS securities.
Johannesburg
24 May 2011
Corporate advisor and sponsor
One Capital
Attorneys
Glyn Marais Inc.
Date: 24/05/2011 17:49:19 Produced by the JSE SENS Department.
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