| Tue 13 Mar 2001, 0:00 | | Quicko - Disposal And Cautionary Announcement |
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Quick Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1987/001103/06)
("Quickco" or "the company")
THE DISPOSAL BY QUICKCO OF ITS SOLE OPERATING SUBSIDIARY,
INTERNATIONAL FREIGHT INVESTMENTS LIMITED AND
CAUTIONARY ANNOUNCEMENT
1. Introduction
Further to the information provided to shareholders set out in the company's
annual report dated 30 January 2001, Sasfin Bank Limited ("Sasfin") is
authorised to announce that Quickco proposes to dispose of its sole operating
subsidiary, International Freight Investments Limited ("IFI") to Paynesville
Investments Limited ("Paynesville") in terms of section 228 of the Companies
Act, No. 61 of 1973, as amended ("the Act"), on the terms and conditions as set
out below ("the disposal").
2. Overview of IFI
IFI is currently the sole operating subsidiary of Quickco. IFI in turn owns
the following subsidiaries, collectively referred to as "the Icon Carriers
group":
- Icon Carriers Limited, a company incorporated in England;
- Icon Carriers (Proprietary) Limited, a company incorporated in the Republic
of South Africa;
- Icon Carriers Limited, a company incorporated in the Republic of Malawi;
- Makcon Ships Agency Limited, a company incorporated in the Republic of
Malawi;
- Icon Carriers Zambia Limited, a company incorporated in the Republic of
Zambia; and
- 33% of Informa International, Ltd, a company incorporated in the United
States of America.
The Icon Carriers group is an international transport and logistics
organisation, incorporating every facet of the movement of goods on a global
basis, from suppliers' source to the final client's or receiver's point of
receipt. It is managed from its head office in the United Kingdom and has
operational offices in the Republics of South Africa, Malawi, Zambia, Ukraine
and Croatia as well as agents in Zimbabwe, Mozambique and Tanzania.
The Icon Carriers group specialises in a limited number of agricultural
commodities, namely tea, tobacco and cotton. Services offered include the cost
effective distribution of goods and incorporates overland haulage, warehousing,
terminal services and ship chartering. These services are offered to and from
central, southern and east Africa, the Far East and Europe.
3. Rationale for the disposal
The board of directors of Quickco is of the opinion that the Icon Carriers
group has not provided, and is unlikely in the near future to provide,
shareholders with an attractive investment. This disposal will facilitate the
acquisition of alternative assets more fully described in paragraph 8 on
"Prospects" below.
4. Terms of the disposal
Quickco has, in terms of the agreement concluded on 30 November 2000, disposed
of the entire issued share capital and claims against IFI with effect from 1
July 2000 ("the effective date") to Paynesville.
The consideration for the disposal payable by Paynesville to Quickco will be
approximately R1 million ("disposal consideration"), to be settled within 14
days after the fulfilment of the following suspensive conditions:
- receiving the necessary regulatory approvals from the JSE Securities
Exchange South Africa ("JSE"), the Securities Regulation Panel and the South
African Reserve Bank; and
- Quickco shareholders in general meeting approving the necessary resolutions
relating to the disposal.
The disposal consideration will be settled as follows:
- an amount of R300 000 in cash representing all payments made to Quickco by
the Icon Carriers group, between 1 July 2000 and 30 November 2000, which
consideration has already been paid to Quickco; and
- an amount of #65 000 (R700 000 at 10.76923, with exchange rate fluctuations
for Quickco's benefit) to be paid within 14 days after the fulfilment of the
suspensive conditions, which amount has been deposited in an independent trust
account on 9 January 2001, with interest accruing in favour of Paynesville.
5. Related party
The disposal is a related party transaction in terms of the Listings
Requirements of the JSE in that Clive Hammond Easton, Deane Campbell MacEwan
and Andrew Graham McAllister, who were directors of Quickco, have an interest
in Paynesville. BDO Spencer Steward (KZN) Incorporated has been appointed as
the independent advisor to Quickco board of directors to advise whether the
terms and conditions of the disposal are fair and reasonable to the
shareholders of Quickco. They have considered the terms and conditions of the
disposal to be fair and reasonable.
The votes of Clive Hammond Easton, Deane Campbell MacEwan and Andrew Graham
McAllister will not be taken into account in determining a quorum at the
general meeting of Quickco shareholders nor will their votes be taken into
account when shareholders consider and vote on the resolutions necessary to
approve the disposal.
6. Financial effects of the disposal
The table below sets out the pro forma financial effects of the disposal on a
Quickco shareholder:
Before After
the disposal the disposal
(cents) (cents)
Earnings/(Loss) per share (0.27) 0.01
Headline earnings/(loss) per share (0.16) 0.01
Net asset value per share 0.12 0.16
Net tangible asset value per share (0.34) 0.16
Notes:
1. The amounts in the "Before" column are based on the audited financial
results of Quickco for the year ended 30 June 2000.
2. The amounts in the "After" column are based on the following assumptions:
* The disposal had taken place on 1 July 1999;
* The company earned interest at an after tax rate of 7% per annum;
* The number of ordinary shares in issue as at 30 June 2000 were 435 240 000;
and
* Professional and advisory costs of approximately R300 000 are incurred in
implementing the disposal.
7. Transfer of listing
Subject to the Listings Requirements of the JSE, the listing of Quickco will in
the mean time be transferred from the "Development Capital" sector to the "Cash
Companies" sector of the JSE Lists with effect from the commencement of
business on or about Monday, 23 April 2001.
8. Prospects
In the company's annual report dated 30 January 2001 shareholders were advised
that Quickco has entered into an agreement to acquire the entire issued share
capital of and claims against Carbon 12 Mining (Proprietary) Limited, a company
involved in the processing and benefication of natural resources through
licensed technologies. This agreement is subject to a number of suspensive
conditions. Shareholders will be advised of the terms, conditions and effects
of this agreement once Quickco's advisors have verified them.
As an integral part of the acquisition of Carbon 12 Mining (Proprietary)
Limited, it is proposed to restructure Quickco's share capital and to
recapitalise Quickco by means of a renounceable claw-back rights offer.
9. Working Capital
The directors of Quickco are of the opinion that Quickco has sufficient
resources to meet the immediate working capital requirements of the company,
and, subject to the implementation of the transactions described in paragraph 8
above, for the foreseeable future.
10. General meeting
A general meeting of Quickco shareholders will be held on or about Wednesday,
18 April 2001 to consider and if deemed fit to pass the necessary resolutions
to approve the disposal.
11. Documentation
Subject to the approvals of the necessary regulatory authorities, a circular
containing full details of the disposal will be posted to Quickco shareholders
on or about Friday 30 March 2001.
12. Cautionary announcement
Shareholders should exercise caution when dealing in their Quickco shares until
details of the proposals outlined in paragraph 8 above are announced.
Johannesburg
13 March 2001
Sponsor
Sasfin Bank Limited
(Registration number 1951/002280/06)
Attorneys
Rudman Attorneys
