| Tue 12 Jun 2001, 0:00 | | Disposal By Mustek Of Torque Training |
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Mustek Limited
(Registration number 1987/070161/06)
("Mustek" or "the company")
The disposal by Mustek of its shareholding in and claims against
Mustek Training and Development Group (Pty) Limited
(formerly known as Torque 42 Training (Pty) Limited)
Introduction
Peregrine Corporate Advisory Services (Pty) Limited is authorised
to announce that Mustek, through its wholly owned subsidiary
Quickstep 94 (Pty) Limited, intends to sell its 97% shareholding
in and claims on loan account against Mustek Training and
Development Group (Pty) Limited ("Training") to Coratrade (Pty)
Limited ("Coratrade") ("the disposal") Coratrade is controlled by
certain of the current directors of Training. At the same time,
the operating assets of Training are to be financed through Mustek
and rented to Training on a turnover basis..
Rationale for the disposal
As stated in the interim results for the six months ended 31
December 2000, the Mustek board of directors has initiated a
strategy of disposing of or discontinuing non-core or under
performing subsidiaries. Training is focused on the provision of
information technology training services, an area outside the core
focus of the Mustek group.
Accordingly, the Mustek board has decided to dispose of Training,
which will assist Mustek in focusing on its core Mecer business.
Terms of the disposal
3.1 Prior to the disposal, Mustek will advance R10 million to
Training on loan account, in order for Training to partly settle
its overdraft facility. Mustek's total loan facility to Training
will therefore increase to R29,4 million. The full amount has
been written off and provided for at 30 June 2000 in the accounts
of the company.
3.2 Mustek will then, with effect from the date of shareholders'
approval of the disposal, dispose of its 97% shareholding in and
R29,4 million claim on loan account against Training to Coratrade
for a nominal consideration of R2,00.
3.3 In addition, Mustek will advance a loan of R18 million to PGR
17 Investments (Pty) Ltd ("PGR 17") to fund the purchase of the
operating assets of Training and its subsidiaries ("the operating
assets") for R18 million. It is envisaged that PGR 17 will raise
R18 million in loan finance from banking institutions and Mustek's
loan of R18 million to PGR 17 will be repaid. Following the
purchase, PGR 17 will enter into a two/three year finance rental
agreement with Mustek in respect of the operating assets.
3.4 Mustek will then rent the operating assets to Training in
terms of a two/threeyear operating rental agreement, on a turnover
basis.
Financial effects
The table below sets out the pro forma effects of the disposal and
the lease back ("the transaction") on the earnings per Mustek
share ("EPS"), the headline earnings per Mustek share ("HEPS"),
the net asset value per Mustek share ("NAV") and the net tangible
asset value per Mustek share ("NTAV"), based on the following
assumptions:
* the "Before" column is based on Mustek's interim results for the
six months ended 31 December 2000;
* in calculating the "After" effect on EPS, HEPS, NAV and NTAV,
the transaction was effected on 1 July 2000.
Before the After the %
transaction transaction Change
EPS (cents) for the
six months ended
31 December 2000 19,62 19,64 0,10
HEPS (cents) for
the six months ended
31 December 2000 29,77 30,49 2,42
NAV (cents) at 31
December 2000 335,02 335,05 0,01
NTAV (cents) at 31
December 2000 310,57 312,03 0,47
Conditions
The transaction is subject to, inter alia, the fulfillment of the
following conditions:
* the necessary approval of the shareholders of Mustek in a
general meeting. In terms of the rules of the JSE Securities
Exchange South Africa ("the JSE"), the shareholders of Coratrade
shall be precluded from voting on such resolution; and
* approvals from the JSE and other regulatory bodies being
received.
Documentation
A circular to shareholders of the company setting out full details
of the transaction, including a notice of general meeting to
consider and pass the resolutions required to give effect to the
transaction, will be posted to shareholders within 28 days of this
announcement.
Midrand
12 June 2001
Sponsor
Peregrine Corporate Advisory Services (Pty) Ltd
Joint reporting accountants and auditors
Henry K H Pon & Co
Chartered Accountants SA
Deloitte & Touche
Chartered Accountants SA
