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BRAINWARE LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1997/006894/06)
("Brainware")
Announcement regarding:
* the disposal of Brainware's 50% interest in Quality Engineering Services
(Proprietary) Limited ("QES");
* the proposed disposal of the asset owned by Brainware's wholly-owned
subsidiary Brainware Property Investments (Proprietary) Limited ("the
Property"); and
* an update on the current status of the disposal process and the envisaged
lifting of the suspension of Brainware's securities.
1. Disposal of Brainware's interests in QES and the Property
1.1 Rationale for the disposals
The board of directors (the "Board") has disposed of Brainware's 50%
interest in QES and has agreed to dispose of the Property, subject to
certain approvals, pursuant to the Board resolution announced on 17 May
2000. These interests were subject to the bidding process detailed in the
announcement dated 28 July 2000.
1.2 Details of the QES disposal
Brainware's interest in QES has been disposed of to Sempres International
Technology Holdings Limited for a purchase consideration of R2 891 753.
The salient features of the QES disposal are as follows:
* the purchase consideration has been settled in cash;
* the effective date is 1 July 2000; and
* the disposal was voetstoots.
This disposal has been fully implemented and full details thereof, including
the financial effects, will be disclosed in the impending circular to
shareholders, referred to in paragraph 2 below.
1.3 Details of the Property disposal
The Board has agreed to dispose of the Property to a subsidiary of Murray &
Roberts Developments (Proprietary) Limited ("M&R") for a purchase
consideration of R3 600 000. In addition to the purchase consideration, M&R
has paid non-refundable option fees of R115 000 to Brainware to secure the
right to purchase the Property.
The salient features of the Property disposal are as follows:
* the disposal is subject to the approval of Brainware shareholders in
general meeting;
* the effective date of the disposal will be the date of transfer of the
Property;
* the purchase consideration will be settled in cash on registration of the
Property; and
* the purchase consideration will be underpinned by a bank guarantee to be
furnished to Brainware on or before 7 August 2001.
Full details on the Property disposal, including the financial effects, will
be disclosed in the impending circular to shareholders, referred to in
paragraph 2 below.
2. Combined circular to shareholders
Brainware will issue a combined circular to shareholders, subject to the
approvals of the JSE Securities Exchange South Africa ("JSE") and the
Securities Regulation Panel and incorporating a notice of general meeting,
within 28 days of this announcement, which circular will provide full
details on the disposals announced herein.
3. Status of the Brainware disposal process
Pending the finalisation of the Property disposal, Brainware has disposed of
all of its material interests in subsidiaries, investments and operations.
Brainware has furthermore received payment of the purchase considerations
relating to all the disposals pursuant to the disposal process, save for the
consideration in respect of the interest in Aqeuro Holding N.V. ("Aqeuro").
Shareholders are referred to the announcement dated 24 January 2001 and the
information provided in the circular to shareholders dated 31 January 2001.
Brainware has obtained judgement against the purchasers of the Aqeuro
interest and is currently pursuing its legal rights against the purchasers
and the individuals that have provided personal suretyships in respect of
the Aqeuro purchase consideration. The amount that remains outstanding is R7
000 000, as well as interest thereon and legal costs incurred. Although the
receipt of the Aqeuro consideration will impact significantly on the net
tangible asset value per Brainware share, failure to receive this amount
will not affect the solvency and liquidity of Brainware.
4. Lifting of the suspension of Brainware's securities on the JSE and
publication of interim results
Brainware's interim results for the ten months ended 30 April 2001 are
published elsewhere today. The Board will apply for the lifting of the
suspension of trading in Brainware's securities upon finalisation of the
audited financial statements for the year ended 30 June 2001, at which time
the Board will also apply for the transfer of Brainware to the "Cash
Companies" sector of the JSE List. The circular to shareholders, referred to
in paragraph 2 above, will set out the salient dates regarding the above and
shareholders will be informed of these developments by means of a press
announcement.
Pretoria
01 August 2001
Corporate advisor and Sponsor
Quaestor Capital (Pty) Ltd
Independent advisor to Brainware shareholders
Bridge Capital Services (Pty) Limited
(Registration number 1998/016301/07)
(A sponsor registered with the
JSE Securities Exchange South Africa)
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