| Fri 4 Nov 2011, 10:05 | | IDE - Ideco Group Limited - Finalisation informati |
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IDE
IDE
IDE - Ideco Group Limited - Finalisation information and withdrawal of
cautionary announcement
Ideco Group Limited
Incorporated in the Republic of South Africa
Registration number 2001/023463/06
Share code: IDE
ISIN code: ZAE000107579
("Ideco" or "the Company")
FINALISATION INFORMATION RELATING TO THE DISPOSAL OF IDECO BIOMETRIC
SECURITY SOLUTIONS (PROPRIETARY) LIMITED AND WITHDRAWAL OF CAUTIONARY
ANNOUNCEMENT
1. INTRODUCTION
Shareholders are referred to the announcement released on SENS on 22
September 2011 regarding the proposed disposal by Ideco of its shares in
and claims against Ideco Biometric Security Solutions (Proprietary)
Limited ("IBSS") to Mr Marius Coetzee for a consideration of R20 200
000("the disposal").
2. PRO FORMA FINANCIAL EFFECTS
The table below sets out the unaudited pro forma financial effects of the
disposal based on the assumption that the disposal took place with effect
from 1 September 2010 for basic and headline earnings per share purposes
and on 28 February 2011 for net asset value per share and tangible net
asset value per share purposes.
The unaudited pro forma financial effects are presented for illustrative
purposes only and, because of their nature, may not fairly present
Ideco`s financial position or the results of the operations after the
disposal has been implemented. The unaudited pro forma financial effects
are the responsibility of the directors of Ideco.
Before After the Percenta
the disposal ge
disposal (2) change
(1)
Basic and diluted (loss) / (0.54) 2.26 519
earnings per share (cents) (3)
Headline and diluted headline (0.54) (1.36) (152)
loss per share (cents) (4)
Net asset value per share 10.28 12.98 26
(cents) (5)
Net tangible asset value per (19.68) (15.47) 21
share (cents) (5)
Weighted average number of 202 222 202 222 -
shares in issue (000`s)
Number of shares in issue 202 222 202 222 -
(000`s)
Notes
1. The financial information as set out in the "Before the
disposal" column has been extracted without adjustment from the
unaudited published interim results of Ideco for the period
ended 28 February 2011;
2. The financial information as set out in the `After the
disposal` column has been based on the financial information as
set out in the previous column having been adjusted for the
effects of the disposal.
3. The basic and diluted (loss) / earnings per share and the
headline and diluted headline loss per share as set out in the
"After the disposal" column are based on Ideco`s unaudited
interim statement of comprehensive income for the six months
ended 28 February 2011, the reviewed interim statement of
comprehensive income for IBSS for the same period and the
assumptions that:
a.) the disposal took place on 1 September 2010;
b.) the interest-free portion of the purchase consideration
was present-valued at a discount rate of 10% in order to
calculate the profit on disposal of the sale assets
amounting to R7 330 813;
c.) interest accrued on the outstanding purchase consideration
at a rate of 10% per annum, compounded monthly;
d.) transaction costs of R695 000 were paid;
e.) no income tax accrued on the interest received as IBSS has
an assessed loss;
f.) deferred tax has been raised in respect of capital gains
tax accrued at a rate of 14%; and
g.) the reversal of the trading results of IBSS referred to
above will have a continuing effect on the Company. All
other adjustments are once-off adjustments.
4. The pro forma headline and diluted headline loss per share has
been adjusted to exclude the group profit on disposal as
referred to above;
5. the pro forma net asset and net tangible asset value per share
has been adjusted to include the following:
a.) deconsolidation of IBSS from the group;
b.) transfer of property, plant and equipment to the value of
R202 063 from Ideco to IBSS in terms of the sale
agreement;
c.) de-recognition of the loan claim owing by IBSS to Ideco;
d.) deferred purchase consideration at fair value amounting to
R19 260 930 being raised as a receivable; and
e.) transaction costs of R695 000 were settled in cash as and
when due.
3. GENERAL MEETING AND CIRCULAR
In terms of paragraph 21.10 of the JSE Listings Requirements, the
disposal is categorised as a category 1 transaction and therefore
shareholder approval is required. A circular will be sent to shareholders
on or about Thursday, 17 November containing a notice of general meeting
to be held on Thursday, 15 December 2011.
4. SALIENT DATES AND TIMES
The salient dates and times pertaining to the disposal are as follows.
2011
Last day to trade to be eligible to vote at the Friday, 2 December
general meeting
Record date in relation to the general meeting Friday, 9 December
Last date to lodge an instruction requesting to Tuesday, 13 December
participate at the general meeting via electronic
participation at 12:00 on
Last day to lodge forms of proxy in respect of the
general meeting by 12:00 (see note 2 below) Tuesday, 13 December
General meeting to be held at 12:00 on Thursday, 15 December
Results of the general meeting released on SENS on Thursday, 15 December
NOTES
1. The abovementioned dates and times are subject to amendment. Any
such amendment will be released on SENS.
2. Shareholders who have not lodged their form of proxy by this time
may lodge them with the chairman at any time prior to the
commencement of the general meeting.
5. WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
The cautionary announcement published on 22 June 2011, and renewed
thereafter on 15 August 2011 and 19 September 2011 is hereby withdrawn.
For and behalf of the board.
Bryanston
4 November 2011
Designated Advisor
QuestCo Sponsors (Pty) Limited
Date: 04/11/2011 09:55:00 Produced by the JSE SENS Department.
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