| Tue 13 Feb 2001, 0:00 | | Igaming-Announcement and cautionary |
|
THE INTERNET GAMING CORPORATION LIMITED
(REGISTRATION NUMBER : 99/13715/06)
(INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA)
("IGAMING")
CODE : IMG
DISPOSAL OF IGAMING'S INTEREST IN CERTAIN SUBSIDIARIES TO OXBRIDGE ONLINE
LIMITED
DISPOSAL OF IGAMING'S INTEREST IN INTERNET GAMING (PTY) LIMITED TO ESSENTIAL
BEVERAGE HOLDINGS LIMITED
EXTENSION OF IGAMING'S FINANCIAL YEAR END
INTENTION TO SPLIT IGAMING'S ISSUED SHARES
NOTICE OF EXTRAORDINARY GENERAL MEETING
CAUTIONARY ANNOUNCEMENT
The Board of Directors of Igaming is authorised to announce that Igaming has
concluded the following transactions :-
1. OXBRIDGE ONLINE LIMITED
Shareholders are referred to the announcement by Oxbridge Online Limited dated
22 January 2001 whereby Igaming disposed of its 60% (sixty percent) interest
and loan accounts in and to The Internet Lottery Limited as well its 60% (sixty
percent) interest and loan accounts in and to Internet Bingo (Pty) Limited to
Oxbridge Online Limited, listed on the JSE Securities Exchange South Africa as
"Oxbridge". These transactions were valued at R80 000 000 (eighty million
rand), Igaming's 60% (sixty percent) share of these transactions being in the
amount of R48 000 000 (forty eight million rand). These transactions with
Oxbridge would however be subject to regulatory and shareholder approval, and
if successfully obtained, would result in Oxbridge being renamed Electronic
Lottery Services Limited and it would then become a controlled listed
subsidiary of Igaming and listed in the Venture Capital Market Sector lists of
the JSE Securities Exchange South Africa. The effective date of this
transaction shall be at the date of the approval of Oxbridge shareholders in
General Meeting.
Igaming will then hold the amount of 480 000 000 (four hundred and eighty
million) Ordinary Shares of 10 (ten) cents each in Oxbridge, that being 52,02 %
of the entire Issued Share Capital of Oxbridge.
Oxbridge would then in effect become a company focussed solely upon the
business of Lotteries and Bingo operations on the Internet.
2. ESSENTIAL BEVERAGE HOLDINGS LIMITED
Shareholders are referred to the announcement by Essential Beverage Holdings
Limited dated 13 February 2001 whereby Igaming disposed of its 80% (eighty
percent) shareholding and loan accounts in and to Internet Gaming (Pty) Limited
to Essential Beverage Holdings Limited, listed on the JSE Securities Exchange
South Africa as "Essent". This transaction was valued at R92 500 000.00 (ninety
two million five hundred thousand rand). Igaming's 80% (eighty percent) share
of this transaction was in the amount of R74 000 000.00 (seventy four million
rand). This transaction with Essent is however subject to regulatory and Essent
shareholders approval, and if successful, will result in that company being
renamed Internet Casinos Limited and it would then become a controlled listed
subsidiary of Igaming and listed in the Venture Capital Market Sector lists of
the JSE Securities Exchange South Africa. This transaction shall be effective
from the date of the approval of Essent shareholders in General Meeting.
Igaming will then hold the amount of 740 000 000 (eight hundred million)
Ordinary No Par Value Essent shares, that being 62,53% of the entire Issued
Share Capital of Essent.
Essent would then in effect become a company focussed solely upon the business
of Internet Casino Gaming for its own account.
4. RATIONALE FOR THESE TRANSACTIONS
Igaming wishes to remain focussed on its core business of the development
and sale of its Internet Gaming software and licensing web sites for Internet
Gambling and the collection of royalties therefrom. Igaming currently licenses
its Internet Gaming software and manages Internet Casino web sites for several
licensees.
Igaming believes that to dispose of its shareholding in Internet Gaming
(Pty) Limited, an operator and licensee of Igaming Internet Casinos, will
prevent any conflict of interest with its existing licensees whilst Igaming
would still retain an interest in that business through its shareholding in
Essent.
The disposal of Igaming's interest in the Internet Lottery and Bingo
businesses to Oxbridge was similarly to focus Igaming on its core business.
Igaming believes that these businesses are now poised to generate substantial
returns and Igaming's partners in those businesses were desirous of those
companies being housed in a separate listed entities.
Certain of the Igaming senior management and directorate were desirous of
operating their main interests in separate listed companies and Igaming's Board
of Directors recognized that this would incentivise those individuals thereby
establishing the potential for themselves to generate greater returns for the
Igaming Group and its shareholders.
4. FINANCIAL EFFECTS UPON IGAMING
The effects upon Igaming's Net Asset Value per share ("NAV") and its
Earnings per share ("EPS") are as follows :-
UNAUDITED PROFORMA % CHANGES
6 MONTHS 6 MONTHS
31 AUGUST 31 AUGUST
2000 2000
EPS (cents) 6.87 6.87 0
NAV (cents) 21.65 174.15 + 804
Number of Issued Shares ('000) 80 000 80 000 0
The Proforma EPS and NAV per share reflect the effects after the approval
of the transactions set out in this announcement, on the assumption that all of
the transactions had been effective as at 31 August 2000, being the Interim
reporting date for Igaming.
The assumptions utilized to calculate the proforma figures are as follows
:-
- the disposal of Igaming's 60% interest in The Internet Lottery (Pty) Limited
and Internet Bingo (Pty) Limited for the amount of R48 000 000.00; and
- the disposal of Igaming's 80% interest in Internet Gaming (Pty) Limited for
the amount of R74 000 000.00
5. EXTENSION OF IGAMING'S FINANCIAL YEAR END
Igaming has considered it prudent to extend its Financial Year End from
that of 28 February 2001 to that of 30 June 2001. The rationale for this
extension is to fairly and accurately state the financial position of the
Igaming Group given the disposals as set out in this Announcement as well as
other material restructurings of the Igaming Group currently under negotiation
and discussion.
Igaming has made the relevant application to the Registrar of Companies to
effect this extension as aforesaid.
It is the intention of Igaming to publish its Unaudited Financial results for
the twelve months ending 28 February 2001 as soon as is possible thereafter; in
order to keep Igaming shareholders informed of the Igaming Group's progress and
its financial position.
6. INTENTION TO SPLIT IGAMING'S SHARES
Igaming has elected to split its issued share capital on a 10 for 1 basis,
subject however to the requisite approval of Igaming shareholders in an
Extraordinary General Meeting.
The rationale for this transaction is to allow smaller investors to trade
in Igaming's shares and thereby increase the tradability and liquidity of
Igaming's shares on the JSE Securities Exchange South Africa. Igaming is listed
in the Venture Capital Market Sector of the JSE Securities Exchange South
Africa and therefore should become more attractive to a broader spread of
investors.
7. NOTICE OF EXTRAORDINARY GENERAL MEETING
An Extraordinary General Meeting of Igaming shareholders will be held in
the Boardroom at The Internet Gaming Group, 1st Floor, Starlight House, 1
Wessel Road, Rivonia, Gauteng at 11h00 on Monday 12 March 2001 in order to
ratify these proposals. A circular will be posted to Igaming shareholders
within the required period of time.
8. CAUTIONARY ANNOUNCEMENT
Shareholders are advised that Igaming's Board of Directors is considering
further proposals which are now at an advanced stage; and if successfully
concluded; could result in the sale of additional group companies, intellectual
property and gaming software to an Internet Gaming Company incorporated in the
United Kingdom, which will be seeking a listing on the Alternative Investment
Market ("AIM") lists of the London Stock Exchange. Should these negotiations be
successfully concluded, Igaming will obtain a significant shareholding in that
company.
At such time as these proposals are finalised, a detailed announcement to
Igaming shareholders will be published.
Shareholders of Igaming are therefore advised to exercise caution when dealing
in their Igaming shares on the JSE Securities Exchange South Africa until such
time as these transactions are concluded and formally announced.
BY ORDER OF THE BOARD OF DIRECTORS
JOHANNESBURG
13 FEBRUARY 2001
Sponsoring Brokers to Igaming
INCENTIVE SECURITIES (PTY) LIMITED
(Registration Number : 98/21556/07)
Corporate Advisors
BRAND CORPORATE ADVISORS (PTY) LIMITED
(Registration Number : 99/22753/07)
Attorneys
MICHAELIDES INC
United Kingdom Solicitors
AMHURST BROWN COLOMBOTTI
