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MORIBO LEISURE LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1919/001318/06)
("Moribo" or "the company")
Announcement regarding the disposal by Moribo of its interest in and claims
against Gitam SA (Proprietary) Limited ("Gitam") and cautionary announcement
1. INTRODUCTION
Shareholders are advised that Moribo and Britons International Limited
("Britons") (Registration number 375052), a company incorporated in the
British Virgin Islands, have concluded an agreement whereby Moribo is to
dispose of its equity in and claims against Gitam ("the transaction")
subject to the fulfilment of the suspensive condition referred to below.
2. INFORMATION ON THE DISPOSAL
The disposal is in the form of an option to purchase Moribo's shareholding
in and claims against Gitam. The option shall be open for acceptance by
Britons for a period of 30 (thirty) days from the effective date, being the
date on which the suspensive condition is fulfilled.
3. RATIONALE FOR THE DISPOSAL
Gitam no longer forms part of the core business of Moribo. The management of
Gitam have been able to secure an international advertising partner, which
will considerably enhance the prospects of the Gitam business. This would
not have been realised within the Moribo structure. It was therefore decided
to dispose of Gitam and realise cash to be utilised for acquisitions and to
concentrate on Moribo's core business particularly the potentially lucrative
gaming route operations.
4. DISPOSAL CONSIDERATION
The disposal consideration of R8 million will be settled in cash and is
currently held in trust by Moribo until such time as the suspensive
condition has been met.
5. SUSPENSIVE CONDITION
The disposal is subject to the approval of the shareholders of Moribo of the
transaction in terms of the applicable listings requirements of the JSE
Securities Exchange South Africa ("JSE") which must be received by not later
than 19 June 2001 (which date can be extended by mutual agreement between
Moribo and Britons, if required).
6. FINANCIAL EFFECTS
In the year ended 31 December 2000, Gitam contributed a loss of R1.1 million
to the consolidated headline loss of Moribo and Gitam's net assets amounted
to R3.5 million in Moribo's consolidated balance sheet as at that date.
The pro forma impact on Moribo's headline loss per share and net asset value
per share, calculated using the assumptions set out below, is:
31 Dec 2000 31 Dec 2000 Percentage
after sale of Gitam Change
(Cents) (Cents) (%)
Headline loss
per share (8,11) (5,16) 36,43
Net asset value
per share 59,52 67,24 12,97
The effect on headline loss per share is calculated by assuming that Gitam
was sold on 1 January 2000, and that the full sale proceeds were received on
that date. Interest is assumed to have been earned on the proceeds at a
before tax rate of 12% for the full year ended 31 December 2000.
The effect on the net asset value per share assumes that the sale took place
on 31 December 2000, and that the proceeds were received on that date.
7. FURTHER DOCUMENTATION FOR SHAREHOLDERS
In compliance with the JSE listing requirements, a circular containing
details of the disposal and incorporating a notice of general meeting of
Moribo shareholders will be posted within 28 days of the publication of this
announcement.
8. CAUTIONARY ANNOUNCEMENT
Shareholders are further advised that Moribo has entered into negotiation,
which if successfully concluded may have a material effect on the price of
the company's securities. Accordingly, shareholders are advised to exercise
caution when dealing in the company's securities until a detailed
announcement is made.
Johannesburg
18 May 2001
Corporate adviser and sponsor to Moribo
ABSA CORPORATE BANK
CORPORATE FINANCE
(Registration number 1986/004794/06)
Legal advisor to Britons
GOLDMAN * JUDIN * MAISELS * INC
attorneys notaries and conveyancers
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