| Tue 4 Sep 2001, 0:00 | | Cch - Disposal, Voluntary Winding-up, Distribution |
|
delisting of CCH
COMPUTER CONFIGURATIONS HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1996/013764/06)
Share code:CCH ISIN code: ZAE000013249
("CCH")
Disposal, voluntary winding-up, distribution of cash resources and delisting
of CCH
1. Introduction
1.1 Pursuant to CCH's disposal of all the shares and claims in its
subsidiary companies, other than Infracom (Proprietary) Limited
("Infracom"), to MGX Holdings Limited ("MGX") ("CCH-MGX disposal") and the
disposal by Infracom of its business to Tilca Infrastructure Corporation
(Proprietary) Limited (previously named Lisianthus (Proprietary) Limited
("Tilca")) ("Infracom disposal"), CCH became a cash company and on 19 March
2001, transferred its listing to the "Cash Companies" sector of the JSE
Securities Exchange South Africa ("JSE") lists.
1.2 CCH and Infracom also concluded an agreement with Tilca where Tilca
released Infracom from any further obligation in respect of warranties and
indemnities following from the Infracom disposal. This enabled CCH to
distribute excess cash to shareholders and subsequently be delisted and
wound-up.
1.3 On 15 August 2001, CCH also reached an agreement with MGX where CCH
agreed to pay MGX R10,8 million in settlement of all claims arising from
warranties given under the CCH-MGX disposal ("the settlement"). CCH had
sought independent legal advice on the process followed prior to settling
this matter.
2. IFM disposal
2.1 To expedite its winding-up, CCH concluded the settlement and reached
agreement with MGX to, in terms of section 228 of the Companies Act, 1973
(Act 61 of 1973), as amended ("the Act"), dispose of CCH's claims and all
the shares of Infracom to MGX, whilst MGX will assume the loans made by
Infracom to CCH ("IFM disposal"). This disposal will be effective from the
second day after the approval thereof by CCH shareholders in general
meeting.
2.2 The purchase consideration for the IFM disposal is R67 782 907, together
with a potential further amount equivalent to any future payment to be
received by Infracom from Tilca pursuant to the profit warranties which
apply to the Infracom disposal.
2.3 The IFM disposal will have no material effect on the net asset value,
tangible net asset value, earnings and headline earnings per CCH share.
3. Proposed voluntary winding-up, suspension and termination of CCH's
listing on the JSE
3.1 Subject to the IFM disposal becoming unconditional and the approval by
CCH shareholders of the special and ordinary resolutions ("the resolutions")
to be tabled at the forthcoming general meeting ("the general meeting") and
the subsequent registration of the special resolutions:
3.1.1 CCH will be wound-up in terms of sections 349 and 350 of the Act by
way of a members' voluntary winding-up;
3.1.2 the listing of CCH on the JSE will be suspended with effect from the
close of trading on Tuesday, 2 October 2001; and
3.1.3 the listing of CCH on the JSE will be terminated at the close of
trading on Tuesday, 9 October 2001.
4. Proposed distribution of cash resources
4.1 Subject to the implementation of the IFM disposal and the approval by
shareholders of the resolutions and the subsequent registration of special
resolutions, an advance liquidation dividend of 61 cents per CCH share
("advance liquidation dividend") will be distributed to CCH shareholders who
are registered as such at the close of trading on Friday, 5 October 2001
("record date"). The advance liquidation dividend will be distributed to
shareholders on Monday, 8 October 2001 or as soon as reasonably practicable
thereafter.
4.2 The balance of cash held by CCH, after all liabilities, liquidation
costs and all normal taxes have been settled, will be distributed as a final
liquidation dividend to CCH shareholders. It is anticipated that the final
liquidation dividend, subject to no unforeseen circumstances arising, should
be approximately 4 cents per CCH share. The final liquidation dividend will
be distributed as soon as possible after the voluntary winding-up of CCH is
finalised to the satisfaction of the Master of the High Court of South
Africa.
5. Related party transaction
5.1 MGX holds approximately 28,9% of the issued share capital of CCH and,
consequently, is a related party to CCH. As the IFM disposal constitutes an
affected transaction in terms of the Securities Regulation Code and Rules of
the Securities Regulation Panel ("SRP"), MGX may not vote in respect of the
IFM disposal and has agreed to refrain from voting in respect of the IFM
disposal at the general meeting. MGX will not be precluded from voting in
respect of the resolutions, other than those relating to the IFM disposal.
5.2 The IFM disposal will not cause any change in substance to CCH as MGX
will assume the Infracom loan, whilst CCH will receive the purchase
consideration. Accordingly, application was made to the JSE to grant CCH a
dispensation in not having to appoint an independent professional expert to
advise on the fairness and reasonableness of the IFM disposal. This
dispensation was granted to CCH, with the SRP being in agreement in this
regard.
6. Post-liquidation distribution
6.1 The purchase price of the Infracom disposal is subject to profit
warranties. Consequently, further payments may be due by Tilca to Infracom.
CCH shareholders registered as such on the record date will, pro rata to
their shareholding in CCH, be entitled to any future payments by Tilca
pursuant to the profit warranties ("post-liquidation distribution").
6.2 Should the IFM disposal become unconditional, MGX will have acquired all
the shares in Infracom, whilst CCH would subsequently be wound-up and
delisted. Accordingly, a trust will be formed or a trust account will be
opened with CCH's attorneys to house any future payments by Tilca pursuant
to these profit warranties. The liquidator to be appointed for CCH, together
with CCH's transfer secretaries, will administer and oversee any future
payments into this account and will attend to the distribution of any post-
liquidation distribution.
7. Important dates and times
2001
Last day to lodge forms of proxy by
no later than 10:00 on Wednesday, 26
September
General meeting to be held at 10:00 on Friday, 28 September
Registration of special resolutions on Monday, 1 October
Results of the general meeting published on Tuesday, 2 October
*Suspension of trading in CCH shares on the JSE
at close of trading on Tuesday, 2 October
*Record date for CCH shareholders to be registered as
such in order to participate in the *advance and
final liquidation dividends and any post-liquidation
distribution on Friday, 5 October
*Payment of the advance liquidation dividend to
CCH shareholders on or as soon as *reasonably
practicable thereafter Monday, 8 October
*Termination of the listing of CCH shares on the
JSE at the close of trading on Tuesday, 9 October
NOTES:
* These dates and times are subject to amendment. Any amendment will be
published in the press.
* All transactions on the JSE in CCH shares from Tuesday, 25 September 2001
to Tuesday, 2 October 2001 will be for immediate settlement.
* Dates marked with an asterisk are dependent upon the required CCH
shareholder approvals relating thereto.
8. Unaudited pro forma net asset statement
The net effect of the advance liquidation dividend on the net asset value of
CCH is illustrated below:
Pro forma
net asset
statement
after
Adjustments advance
liquidation
Note(1) Note(2) Note(3) Note(4) dividend
R'000 R'000 R'000 R'000 R'000
ASSETS
Non-current assets
Property, plant and equipment - - - - -
Current assets 89 018 1 736 (22 971) (63 388) 4 395
Trade receivables 108 - (108) - -
Cash and cash equivalents 80 505 1 736 (18 853) (63 388) -
Normal taxation receivable 8 405 - (4 010) - 4 395
Total assets 89 018 1 736 (22 971) (63 388) 4 395
Equity and liabilities
Capital and reserves
Shareholders' equity 65 600 2 183 - (63 388) 4 395
Non-current liabilities
Interest bearing borrowings - - - - -
Current liabilities 23 418 (447) (22 971) - -
Accounts payable 2 203 (968) (1 235) - -
MGX claim 10 800 - (10 800) - -
Normal taxation payable 10 415 521 (10 936) - -
Total equity and liabilities 89 018 1 736 (22 971) (63 388) 4 395
NOTES:
(1) Audited results of CCH for the year ended 30 June 2001.
(2) Represents interest received and the tax effect thereon for the period 1
July 2001 to 30 September 2001. Accounts payable have been reduced in line
with actual expenses paid.
(3) Represents the realisation of assets (other than a portion of the normal
taxation receivable) and settlement of liabilities before 30 September 2001.
(4) Represents the advance liquidation dividend of 61 cents per share (103
913 998 shares in issue).
9. General meeting
A general meeting of CCH shareholders will be to be held at 10:00 on Friday,
28 September 2001 at CCH's registered office, CCH House, 12 Saddle Drive,
Woodmead Park, Woodmead Ext. 14, Sandton, to consider and, if deemed fit, to
pass the resolutions required to give effect to the IFM disposal, the
members' voluntary winding-up and the suspension and subsequent termination
of CCH's listing on the JSE.
10. Circular
A circular to CCH shareholders containing details of the IFM disposal, the
proposed members' voluntary winding-up and the suspension and subsequent
delisting of CCH, together with the notice of general meeting and form of
proxy, will be posted to shareholders today.
Johannesburg
4 September 2001
Corporate advisor and sponsor
Brait
Attorneys to CCH
Rabin, van den Berg & Pelkowitz Incorporated
Auditors and reporting accountants
PricewaterhouseCoopers Inc.
Chartered Accountants (SA)
Registered Accountants & Auditors
(Registration no. 1998/012055/21)
