| Thu 16 Aug 2001, 0:00 | | Spicer Holdings Limited - Announcement And Withdra |
|
SPICER HOLDINGS LIMITED
Further to the profit warning and cautionary announcement dated 21 June 2001
and 4 July 2001 respectively, the board of Spicer ("the directors") hereby
provides information regarding the following:
- the proposed disposal of MIS Group Holdings Limited ("MIS") ("the proposed
disposal");
- resignation of director; and
- withdrawal of cautionary.
1 The proposed disposal
1.1 Rationale for the proposed disposal
As communicated to Spicer shareholders in the profit warning dated 21 June
2001, the expectations regarding an improvement in profit forecasts as was
anticipated with the release of the interim results, is unlikely to
materialize. This outlook is unlikely to change in the foreseeable future
due to continuing worldwide slowdown in IT spend. As a result, MIS continue
to require cash funding to carry on its operations. Spicer is not currently
in a position to continue to provide the required funding to MIS and the
directors have therefore resolved to dispose of Spicer's entire
shareholding, options, convertible loan stock and loan accounts in MIS in an
attempt to avoid the closure of the MIS business.
1.2 Details of the proposed disposal
The directors have resolved to dispose of Spicer's entire shareholding,
options, convertible loan stock and loan accounts in MIS to Winslow
Financial Investments Limited or its nominee ("Winslow") on the following
terms and conditions:
- Winslow will pay $57 000.00 for Spicer's entire shareholding, options,
convertible loan stock in MIS and loan accounts created before or on 1 March
2001;
- Winslow will inject additional funding into MIS to the amount of $443
000.00 and MIS will utilize 60 000 of this funding to repay its loan
account, created since 1 March 2001, due to Spicer;
- Spicer will receive 15% of MIS pre-tax profits, if any, attributable to
its disposed shareholding for the two years ending 30 June 2003;
- Spicer will receive 15% of any net contingent gain from a possible claim
by MIS;
- The effective date of the disposal will be 1 July 2001; and
- The purchase consideration will be settled in cash on transfer of the MIS
shares.
The proposed disposal is subject to the following conditions precedent:
- The finalizing of a formal agreement between Spicer and Winslow; and
- Approval of the proposed disposal by the South African Reserve Bank.
The table below sets out the financial effects of the proposed disposal on
the earnings per share ("EPS"), headline earnings per share("HEPS"), net
asset value ("NAV") and tangible asset value ("TNAV") based on the interim
results to 31 December 2000. The figures in the after column assume the
disposal was effected on 1 July 2000.
Cents per share Before After Percent increase
EPS 0,1 0,3 200%
HEPS (0,2) 2,0 400%
NAV 6,5 7,0 8%
TNAV 2,1 2,5 19%
2 Resignation of director
The Executive Chairman of the Spicer board, Mr J W du Toit, who is also the
Managing Director of MIS, will retain his position as Managing Director of
MIS after the proposed disposal and has tendered his resignation from the
Spicer board as soon as a successor has been identified.
3 Withdrawal of cautionary
Shareholders are advised that following this announcement, caution is no
longer required.
16 August 2001
Johannesburg
Sponsor
PricewaterhouseCoopers Corporate Finance (Pty) Ltd
