PROPOSED DISPOSAL OF 60% OF DECILLION CAPITAL (PTY
DECILLION LIMITED - PROPOSED DISPOSAL OF 60% OF DECILLION CAPITAL (PTY) LIMITED
TO THE AGE CONSORTIUM AND CAUTIONARY ANNOUNCEMENT
DECILLION LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1998/011692/06)
Share code: DEC
ISIN: ZAE000017612
(`the company`)
PROPOSED DISPOSAL OF 60% OF DECILLION CAPITAL (PROPRIETARY) LIMITED (`Decillion
Capital`) TO THE AGE CONSORTIUM AND CAUTIONARY ANNOUNCEMENT
INTRODUCTION
Shareholders are advised that the company has entered into a Memorandum of
Understanding (`MoU`) with a consortium (the `AGE Consortium`) comprising
African General Equity (Proprietary) Limited (`AGE`), Professor Wiseman Nkuhlu
(`Prof Nkuhlu`) and other investors, in terms of which the AGE Consortium will
acquire a controlling interest in Decillion Capital, the local operating
subsidiary of the company that houses the capital market operations and
investment banking arm of the Decillion group (`the transaction`).
The MoU is subject, inter alia, to the fulfilment of relevant regulatory
requirements, the entry into certain agreements between the company and
Decillion Capital and the approval of the shareholders of the company. The
parties intend to negotiate and sign detailed agreements to give effect to the
provisions of the MoU.
RATIONALE
AGE is a broad-based black empowered social investment financial services
company, representing women and childrens` groups, NGOs and certain charitable
trusts. Its most notable development programme is the South African Youth
Ministry Programme which focuses on youth leadership, democracy and governance
in schools.
Prof Nkuhlu is the chairman of AGE and has recently announced his resignation as
an Economic Advisor to the President`s Office to further advance opportunities
in the private sector. He is also the Chairman of the Steering Committee of the
New Partnership for Africa`s Development (NEPAD).
In terms of the MoU, Prof Nkuhlu will serve as chairman on the board of
Decillion Capital and provide support for the development of Decillion Capital`s
business. Prof Nkuhlu and the AGE Consortium have extensive experience and
skill in providing financial services to both the private and public sector and
will assist in expanding the operations of Decillion Capital into Africa.
The transaction will transform Decillion Capital into a black financial services
company as contemplated in the Financial Sector Charter (`Charter`) and will
substantially broaden the company`s opportunities to provide treasury management
and debt origination services.
THE TRANSACTION
In terms of the transaction AGE will acquire an equity stake of 60% (sixty per
cent) of the issued share capital of Decillion Capital.
The effective date for the transaction shall be the date of the fulfillment of
the last suspensive condition.
FURTHER INFORMATION AND DOCUMENTATION
Shareholders will be kept informed of relevant developments. Once the
agreements contemplated in this announcement have been concluded, a circular
containing full details of the transaction, including the pro forma financial
effects of the transaction, and convening a general meeting of shareholders
will, subject to approval of the JSE Securities Exchange South Africa (`JSE`),
be sent to shareholders.
CAUTIONARY ANNOUNCEMENT
Shareholders are advised to exercise caution when dealing in the company`s
shares on the JSE until a further announcement is made.
Johannesburg
18 November 2004
Sponsor Legal Advisers
Barnard Jacobs Mellet Corporate Jowell Glyn & Marais Inc
Finance
(Pty) Limited
Date: 18/11/2004 03:51:14 PM
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