Spescom Limited - Disposal Of Spescom's 50% Intere
(PTY) LIMITED ("EML"), TO SIEMENS LIMITED ("SIEMENS")
(Incorporated in the Republic of South Africa)
(Registration number 1987/001083/06)
("SPESCOM")
DISPOSAL OF SPESCOM'S 50% INTEREST IN ENERGY MEASUREMENTS (PTY) LIMITED
("EML"), TO SIEMENS LIMITED ("SIEMENS")
Introduction
Spescom is authorised to announce that it has concluded a sale of shares
agreement ("the Agreement") with Siemens in terms of which Siemens will
acquire Spescom's 50% interest in EML, subject to the fulfilment of the
conditions precedent set out below. EML is a 50/50 joint venture between
Siemens and Spescom.
The disposal
Terms of the disposal
In terms of an Agreement signed between Spescom and Siemens on Friday 10
August 2001, it was agreed that Spescom will dispose of its 50% shareholding
in EML to Siemens, for a cash consideration R34.8 million (thirty four
million eight hundred thousand Rand), and which is subject to certain
conditions precedent being fulfilled as detailed in 2.3 below.
This disposal excludes the sale of the patent for the transfer of funds
using encrypted numbers. This patent remains the property of Meter Patent
Development (Pty) Ltd with Spescom retaining the exclusive right to grant
sub licences worldwide. Spescom has sub licensed various manufacturers
worldwide and will continue to receive royalties from them. In terms of the
Agreement, the existing sub licence to EML will remain in place.
Rationale for the disposal
The disposal is in line with Spescom's stated intent to continue to dispose
of non-core businesses. Over the past 5 years Spescom's strategic focus has
been in the ICT (Information and Communications Technology) sector, and its
involvement in electricity metering and revenue management is considered as
a non-core activity.
2.3 Conditions precedent
The disposal is conditional, inter alia, upon the following:
the approval of the disposal by the board of directors of Spescom, Siemens
and Siemens AG, on or before 30 September 2001;
the approval by the JSE Securities Exchange South Africa of the appropriate
documentation in terms of the Listings Requirements; and
the approval by the Competition Commission of the disposal within 90 days
after 10 August 2001 or such extended period as the parties may agree upon
in writing.
2.4 Financial effects of the disposal
The table below sets out the financial effects of the disposal on a Spescom
ordinary share, had the disposal been effective for the six month period 1
October 2000 to 31 March 2001.
Before the After the
Disposal the disposal Change (%)
Headline earnings per ordinary share 14.2c 15.3c 7.7%
Net asset value per ordinary share
at 31 March 2001 (cents) 129c 177c 37%
The financial effects are based upon the following:
The "Before the disposal" headline earnings per share is based upon:
- the unaudited results for the six months ended 31 March 2001; and
- 55 607 322 Spescom shares in issue.
The "After the disposal" headline earnings per share is based upon:
- the exclusion of the profit of R502 000 attributable to Spescom from the
joint venture;
- the inclusion of the full amount of the disposal, totalling R34.8
million and
interest earned on the net proceeds at an after tax rate of 9.4% per
annum; and
- 55 607 322 Spescom shares in issue.
Circular to shareholders
A circular, providing full details of the disposal will be posted to Spescom
shareholders within 28 days of this announcement.
Midrand
August 2001
Sponsor Attorneys
Investec Securities Limited Kallmeyer & Strime
Profile Group (Pty) Ltd. has taken care in preparing all information on this website, but does not accept any liability for errors or out-of-date information.
