| Wed 20 Jun 2001, 0:00 | | Acuity - Disposal Of Shares And Claims In Acuity H |
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ACUITY GROUP HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1998/011074/06)
("Acuity" or "the company")
DISPOSAL OF SHARES AND CLAIMS IN ACUITY HEALE TILLEY (PTY) LIMITED
1. Introduction
It is recorded that in terms of a written agreement ("the main agreement")
dated 20 April 1999 (as amended in terms of first and second variation
agreements), a subsidiary of Acuity purchased the business, as a going
concern, of Heale Tilley and Associates (Pty) Limited ("the HT business") in
consideration for which Acuity issued 5 370 000 ordinary shares at 100 cents
per share.
Acuity has entered into a written agreement dated 7 June 2001 in terms
whereof the purchase of the HT business will be cancelled. Acuity will
repurchase the 5 370 000 Acuity ordinary shares issued in terms of the main
agreement and Acuity will redeliver the HT business by transferring all the
shares in the issued share capital of Acuity Heale Tilley (Pty) Limited and
claims against Acuity Heale Tilley (Pty) Limited, to the Heale Tilley
vendors. It is proposed that shareholders approve a specific authority to
Acuity to acquire the abovementioned 5 370 000 Acuity shares in accordance
with the terms of Acuity's articles of association, the Companies Act, 1973
(Act 61 of 1973), as amended (the "Act") and the Listings Requirements of
the JSE Securities Exchange South Africa ("JSE") and to delist these shares
from the JSE.
At the forthcoming annual general meeting of Acuity, it will be proposed to
consider and to pass the necessary special resolution for the repurchase.
2. Conditions precedent
The share repurchase is subject to the fulfilment of the following
conditions:
- the passing of the special resolution at the general meeting of
shareholders to ratify and authorise the share repurchase;
- the registration of the special resolutions by the Registrar of
Companies; and
- the approval of the JSE insofar as such approval is required.
3. General
At the date of the notice to shareholders, the board, after considering the
effect of the repurchases of its own shares in terms of the specific
authorities, is of the opinion that:
- the company and the group will be able in the ordinary course of business
to pay its debts for a period of 12 months after the date of the notice of
the annual general meeting;
- the assets of the company and the group will be in excess of the
liabilities of the company and the group for a period of 12 months after the
date of the notice of the annual general meeting. For this purpose, the
assets and liabilities should be recognised and measured in accordance with
the accounting policies used in the latest audited annual group financial
statements;
- adequate ordinary capital and reserves of the company and the group for a
period of 12 months after the date of the notice of the annual general
meeting; and
- adequate working capital of the company and the group for a period of 12
months after the date of the notice of the annual general meeting.
The shares and claims in Acuity Heale Tilley (Pty) Limited will be exchanged
for the 5 370 000 Acuity shares bought back.
4. Financial effects
The pro forma financial effects of the repurchase are as follows:
Before After
(cents) (cents) change
Headline earnings per share 0,73 0,78 6,8%
Loss per share (0,27) (0,28) (3,7%)
Net asset value per share 24,1 20,1 (16,6%)
Tangible net asset value per share 5,14 4,97 (3,3%)
Assumptions:
- The "Before" column is based on the published audited results for the
year ended 31 December 2000.
- The pro forma financial effects are stated as if the transaction was
implemented on 1 January 2000.
5. Documentation
A circular, subject to approval by the JSE will be sent to shareholders
within 28 days from the date of this announcement. The notice of the annual
general meeting of shareholders will form part of the circular.
Woodmead
20 June 2001
Sponsor
ABN-AMRO Securities (South Africa) (Pty) Ltd.
Registration number 1995/001231/07
Member of the JSE Securities Exchange South Africa
Attorneys
Thomson Wilks Attorneys, Notaries, Conveyancers
