| Thu 5 Jul 2001, 0:00 | | Securedata - Proposed Unbundling And Further Cauti |
|
SECUREDATA SOLUTIONS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1998/020718/06)
("SecureData" or "the company")
* PROPOSED UNBUNDLING OF SECUREDATA'S ENTIRE SHAREHOLDING IN ERP.COM
HOLDINGS LIMITED;
* THE PROPOSED DELISTING AND WINDING-UP OF SECUREDATA; and
* FURTHER CAUTIONARY ANNOUNCEMENT
1. INTRODUCTION
Trans Atlantic Securities (Proprietary) Limited is authorised to announce
that the board of directors of SecureData has proposed, subject to the
fulfilment of the conditions precedent set out in paragraph 4 below ("the
conditions precedent"), to unbundle the company's entire shareholding in
ERP.com Holdings Limited ("ERP.com"), which is expected, after making
provision for estimated costs of the corporate actions contemplated herein,
to consist of approximately 34 842 000 ERP.com shares ("the ERP.com
unbundling shares"), to its shareholders ("the unbundling"). It is intended
to implement the unbundling by way of a distribution in specie in terms of
section 60 of the Income Tax Act, 1993 (Act 113 of 1993), as amended ("the
Tax Act"), pursuant to a members' voluntary winding-up of the company.
2.THE UNBUNDLING
2.1 Salient details of the unbundling
The ERP.com unbundling shares will, subject to the fulfilment of the
conditions precedent, be distributed to SecureData shareholders in terms of
the unbundling in a ratio of approximately 49 ERP.com shares for every 100
SecureData shares held, in terms of section 60 of the Tax Act. The exact
ratio will be determined in due course after finalising the unbundling and
liquidation costs.
2.2 Rationale for the unbundling
2.2.1 SecureData disposed of its products division to ERP.com with effect
from 1 August 1999 ("the disposal").
2.2.2 Following the disposal, the directors of SecureData ("the directors")
considered various alternatives relating to the future strategic direction
of the company but, given prevailing market conditions, none were deemed
appropriate.
2.2.3 SecureData shares trade on the JSE Securities Exchange South Africa
("the JSE") at a discount to SecureData's underlying net asset value of 15
cents per share at 31 December 2000 (which discount, at a market price of 6
cents per share, amounted to 60% at the close of business on Wednesday, 4
July 2001, being the last business day prior to the finalisation of this
announcement).
2.2.4 The volume of SecureData shares traded since the disposal has been low
and, in the absence of the acquisition of other assets qualifying for
listing, the directors are of the unanimous opinion that no purpose is
served by SecureData's continued listing.
2.2.5 The directors have, therefore, resolved to implement the unbundling to
achieve the following main objectives:
- to unlock value for shareholders by virtue of the ERP.com unbundling
shares being held directly by SecureData shareholders; and
- to give SecureData shareholders increased flexibility and the ability to
retain or dispose of the ERP.com unbundling shares in accordance with their
own investment policies and preferences.
2.2.6 ERP.com shares traded on the JSE at 18 cents per share at the close of
business on Wednesday, 4 July 2001, the last business day prior to the
finalisation of this announcement.
3. DELISTING AND WINDING-UP
3.1 Subject to the fulfilment of the conditions precedent detailed in
paragraph 4 below, it is anticipated that the listing of SecureData on the
JSE will be suspended in accordance with paragraph 1.7 of the JSE Listings
Requirements ("the Listings Requirements") and will, thereafter, be
terminated in accordance with paragraph 1.13 of the Listings Requirements in
anticipation of the finalisation of the winding-up of SecureData in terms of
sections 349 and 350 of the Companies Act, 1973 (Act 61 of 1973), as amended
("the Act"), by way of a members' voluntary winding-up ("the delisting and
winding-up").
3.2 Pursuant to the delisting and winding-up (which process is expected to
be finalised by no later than 31 March 2002), a final liquidation dividend
may become payable to SecureData shareholders registered as such on the
record date for the unbundling ("the unbundling record date").
3.3 The unbundling record date is expected to be on or about Friday, 31
August 2001.
4. CONDITIONS PRECEDENT
4.1 The unbundling is subject to the following conditions precedent:
- the passing of the requisite ordinary and special resolutions by
SecureData shareholders in general meeting approving the unbundling and the
proposed members' voluntary winding-up and delisting of the company, in
terms of the requirements of the JSE and the Act;
- the registration of the special resolutions by the Registrar of Companies;
- the South African Reserve Bank ("SARB") approving the unbundling;
- the South African Revenue Services approving the unbundling as an
unbundling transaction as contemplated in section 60 of the Tax Act; and
- any other regulatory approval required, including, inter alia, the
approvals by the JSE and SARB of a circular to SecureData shareholders
setting out details and the mechanism for implementation of the unbundling
and the delisting and winding-up ("the proposals").
4.2 Approval for the unbundling will be sought from the various regulatory
authorities referred to in paragraph 4.1 above as soon as practicably
possible.
5. DOCUMENTATION AND NOTICE OF GENERAL MEETING
A circular containing full details of the proposals and a notice of general
meeting of SecureData shareholders is being prepared and will, subject to
JSE approval, be posted to SecureData shareholders within 28 days of the
date of this announcement or within such longer period as may be required in
the circumstances and allowed by the JSE.
6. FURTHER ANNOUNCEMENT AND FURTHER CAUTIONARY ANNOUNCEMENT
A further announcement setting out details of the unbundling, including the
exact number of ERP.com unbundling shares and the final salient dates for
the unbundling, will be published in the press in due course. In the
interim, shareholders are advised to continue to exercise caution in dealing
in their SecureData shares.
Johannesburg
6 July 2001
Corporate advisers and lead sponsor
Trans@lantic Securities (Pty) Ltd
Corporate Finance
(Registration number 1999/000210/07)
Registered as a sponsor with the
JSE Securities Exchange South Africa
Legal advisers
Trans@lantic Securities (Pty) Ltd
Corporate Legal Advisory
(Registration number 1999/000210/07)
Joint sponsor
Appleton Securities
Registration number 1998/014853/07
Member of the Johannesburg Stock Exchange
Irish & Menell Rosenberg (Pty) Ltd
Trading as Appleton Securities
Auditors
Fisher Hoffman PKF (Jhb) Inc.
(Registration number 1994/001166/21)
Chartered Accountants (SA)
Registered Accountants & Auditors
