| Tue 19 Jun 2007, 17:47 | | DEC - Decillion Limited - Company announcement and |
|
DEC
DEC
DEC - Decillion Limited - Company announcement and cautionary announcement
DECILLION LIMITED
(Incorporated in the Republic of South Africa)
(Registration Number 1998/011692/06)
JSE code: DEC
ISIN: ZAE000017612
("Decillion" or "the Company")
ANNOUNCEMENT IN RESPECT OF-
AGREEMENT WITH NUMSA INVESTMENT COMPANY (PTY) LTD ("NUMSA
Investments");
A SPECIAL DISTRIBUTION BY DECILLION; AND
CAUTIONARY ANNOUNCEMENT
1 INTRODUCTION
Shareholders are referred to the business update released on SENS on 29
September 2005, wherein Decillion announced that it had embarked on a process to
convert its assets into cash, with the objective of delisting the company in the
near future. Shareholders are further referred to the announcement dated 14
December 2005, regarding the realisation of the company`s interest in the
Agricultural and Commodities Business as well as the announcement dated 11
August 2006, regarding the disposal of Decillion Funds Management as well as its
Swiss international broking operation.
Decillion is pleased to announce that -
it has entered into an agreement with NUMSA Investments, inter alia, for the
sale of certain of its assets to Decillion (the "NUMSA Investments
Transaction"); and
the directors of Decillion have resolved to declare a special distribution to
Decillion shareholders ("Special Distribution").
2 THE NUMSA INVESTMENTS TRANSACTION
2.1 Introduction
On 13 June 2007, Decillion entered into an agreement with NUMSA Investments and
the trustees of the Decillion Realisation Trust (the "Agreement") in terms of
which -
2.1.1 NUMSA Investments undertakes to lend and advance R7 750 000 (seven
million seven hundred and fifty thousand rand) ("Numsa Loan") to
Decillion on an interest- free basis (the "NUMSA Loan");
2.1.2 Decillion acquires certain assets from NUMSA Investments in exchange for
shares in Decillion ("NUMSA Assets"); and
2.1.3 Decillion shall, as soon as is reasonably possible after the First
General Meeting (defined in paragraph 5.1), make a distribution on the basis
set out in paragraph 3, to the Decillion shareholders of the excess cash
remaining in Decillion as at the date of the First General Meeting, less the
costs relating to the circular to be sent to shareholders.
2.2 The Rationale
The acquisition of the NUMSA Assets will create the opportunity for Decillion
shareholders to participate in an exciting new phase with a strong empowerment
partner.
3 SPECIAL DISTRIBUTION
3.1 Subject to the provisions of paragraph 3.2, the directors of Decillion
have resolved to make a distribution to the shareholders of Decillion as soon as
is reasonably possible after the First General Meeting, to the value of up
to R26,5 million.
3.2 It should be noted that -
3.2.1 if, irrevocable undertakings, as at the date of the First General
Meeting, are not obtained from Decillion Shareholder`s holding at least 75%
(seventy five per cent) of the total issued share capital of Decillion to vote
in favour of the NUMSA Investments Transaction, then the distribution referred
to in paragraph 3.1 will be limited to R20 million (with the distribution of R20
million being independent of the NUMSA Investments Transaction); and
3.2.2 the distribution of the excess R6,5 million will be made only if
irrevocable undertakings, as at the date of the First General Meeting are
obtained from Decillion Shareholder`s holding at least 50% (fifty per cent) of
the total issued share capital of Decillion to vote in favour of the NUMSA
Investments Transaction and if Decillion Shareholder`s holding at least 75%
(seventy five per cent) of the total issued share capital of Decillion vote in
favour of the NUMSA Investments Transaction at the Second General Meeting.
4 FINANCIAL EFFECTS OF THE SPECIAL DISTRIBUTION AND NUMSA LOAN
4.1.1 Set out below are the pro forma financial effects of the Numsa Loan
relating to the Numsa Investment Transaction and the Special Distribution ("the
Transaction"), on the earnings, headline earnings, net asset value and net
tangible asset value per Decillion share. The financial effects contained in
table below are the responsibility of the directors of Decillion and have been
prepared for the purposes of illustrating how the Numsa Loan and the Special
Distribution would have affected the relevant financial ratios of Decillion for
the historical financial period indicated and are pro forma only. Accordingly,
such effects have been prepared for illustrative purposes only and because of
its nature it may not fairly present Decillion`s financial position, changes in
equity, results from operations or cash flows.
Reviewed
before the After the
transaction transaction
(1)
Headline earnings per share (cents) (14.4) (2) (14.4)
Earnings per share (cents) 0.3 (3) 4.8
Weighted average number of shares (000`s) 171,182 (3) 171,182
Net asset value & tangible net asset
value per share (cents) 12.3 (4) -
Number of shares that will qualify for
distribution (000`s) 164,913 (4) 164,913
Special distribution per share (cents) 12.1 (5) 16.1
Movement
(cents) (%)
Headline earnings per share (cents) - 0.0%
Earnings per share (cents) 4.5 1467.3%
Weighted average number of shares (000`s) - 0.0%
Net asset value & tangible net asset
value per share (cents) (12.3) -100.0%
Number of shares that will qualify for
Distribution (000`s) - 0.0%
Special distribution per share (cents) 3.9 32.2%
(1) Extracted from the reviewed financial results of Decillion for the 12
months ended 28 February 2007.
(2) Based on a weighted average number of 171 182 226 Decillion shares in
issue during the 12 months ended 28 February 2007 and on headline loss of
R24,7 million for the year then ended.
(3) Based on a weighted average number of 171 182 226 Decillion shares in issue
during the 12 months ended 28 February 2007 and on an attributable profit of
R0,5 million for the year then ended before the loss on the deconsolidation of
subsidiaries to the Decillion Realisation Trust of R33,8 million.
(4) Based on 164 912 653 shares (excluding the treasury shares and share
incentive trust shares previously held by the Decillion group and transferred to
the Decillion Realisation Trust prior to the financial year-end).
(5) Special distribution per share is net of cost relating to the circular of
approximately R1,4 million.
(6) Following the special distribution to shareholders and payment of cost
relating to the circular, and prior to the implementation of the Numsa
Investments Transaction, Decillion will be a listed shell without cash.
(7) For purposes of the earnings and headline earnings per share calculation the
Numsa Loan of R7,75 million and the Special Distribution were effective for
the 12 months ended 28 February 2007;
(8) For purposes of the net asset value and tangible net asset value per share
calculations, the Numsa Loan and Special Distribution Transaction were effected
on 28 February 2007.
5 GENERAL MEETINGS
It is envisaged -
5.1 that a general meeting of Decillion shareholders will be convened as soon as
possible to pass the necessary resolutions required to, inter alia, -
5.1.1 approve or ratify, as the case may be, the transactions entered into by
Decillion to date and referred to in the announcements referred to in paragraph
1 above;
5.1.2 approve the Special Distribution of cash referred to in paragraph 3; and
5.1.3 approve the consolidation and increase in share capital of Decillion to
facilitate the NUMSA Investments Transaction ("First General Meeting"); and
5.2 that a second general meeting of Decillion shareholders will be convened
within a period of 6 months from the First General Meeting to, inter alia,
approve or ratify, as the case may be, the entering into of the NUMSA
Investments Transaction and all aspects related thereto ("Second General
Meeting").
6 RESTRUCTURING OF THE SHARE CAPITAL OF DECILLION
It is proposed that the share capital of Decillion be restructured for the
implementation of the NUMSA Investments Transaction, the details of which shall
be contained in the circular to be issued to shareholders in respect of the
First General Meeting.
7 CAUTIONARY ANNOUNCEMENT
As the NUMSA Investments Transaction is subject to a number of conditions a
full announcement on the transaction can only be made at a later stage.
Consequently shareholders are requested to continue to exercise caution until
such announcement is made.
8 CIRCULAR TO SHAREHOLDERS
A first circular to Decillion shareholders containing, inter alia, details of
the transactions contained in the announcements referred to in paragraph 1, the
creation of the Decillion Realisation Trust, and the notice convening the First
General Meeting will be mailed to shareholders shortly.
A second circular to Decillion shareholders containing, inter alia, a
pre-listing statement in line with the requirements of the JSE Limited, details
of the NUMSA Investments Transaction and a notice convening the Second General
Meeting will be mailed to shareholders within 6 months of the date of the First
General Meeting.
Johannesburg
19 June 2007
Sponsor
NEDBANK CAPITAL
Attorneys
JOWELL GLYN & MARAIS INC.
Date: 19/06/2007 17:47:02 Produced by the JSE SENS Department.
