| Fri 7 Sep 2001, 0:00 | | Mouldmed:disposal Of An Interest In Healthcare, Is |
|
Cautionary Announcement
MOULDED MEDICAL SUPPLIES
(Registration number 1995/003771/06)
Share code: MUM ISIN code: ZAE0000013751
("Mouldmed")
DISPOSAL OF AN INTEREST IN MOULDMED HEALTHCARE CENTRES LIMITED
("HEALTHCARE"), AN ISSUE FOR CASH AND FURTHER CAUTIONARY ANNOUNCEMENT
1. Introduction
Shareholders are advised that Mouldmed has sold 14 755 000 ordinary shares
held in Healthcare for a total consideration of R1 472 100 during the period
August 2000 to January 2001 ("the Transactions"). These shares have all been
sold to existing shareholders of Mouldmed. The JSE Securities Exchange South
Africa ("the JSE") requested that the Transactions be approved by
shareholders in general meeting.
Mouldmed proposed as a separate transaction to issue shares for cash. The
aim is to issue eight million shares for a total consideration of R2 000 000
("Issue for cash") to a new investor.
Over the past eight months Mouldmed tried unsuccessfully to secure a JSE
approved sponsor. Having been successful in appointing Exchange Sponsors
(Pty) Limited, Mouldmed is only now in a position to make the necessary
announcement and procure the release of the circular relating to the
Transactions.
2. Nature of business
Healthcare was established in 1997 as a subsidiary of Mouldmed to market its
medical products. Healthcare is concentrating on the production and
marketing of an easily portable urinal device, trademark, "EeZeeWee" and
"EZW" which can, to a large degree, replace the need for bedpans. It can be
used by both males and females and has numerous other applications such as
taking urine samples, hygienic protection, travellers-aid, etc.
EeZeeWee was first introduced to the market at Medica 2000 in Dusseldorf
and was met with overwhelming response from the delegates present. Requests
for the distribution rights to the product internationally has been received
from 58 countries.
Healthcare formed strategic alliances with New Age Plastics who invested
in excess of R2 million for the production of the product and, with Sun
Couriers, for the distribution nationally and internationally through its
subsidiaries.
EeZeeWee is now in full production and Healthcare has commenced with its
marketing effort to create awareness and demand. There has been very
positive responses from the medical field, hospitals and welfare
organisations.
3. Rationale for the Transactions
Mouldmed is in the process of marketing its EeZeeWee products. In order to
help Mouldmed to raise the necessary funds to ensure the effective marketing
and production of its products, the board of Mouldmed deemed it necessary to
raise funds by way of selling shares in its subsidiary company, Healthcare.
The funds raised were applied by Mouldmed to expand the business of
Healthcare, i.e. the production of EeZeeWee.
The sale of shares in Healthcare was followed after it became clear to
the board of Mouldmed that raising capital by way of a rights issue or
otherwise in the listed vehicle would be extremely difficult given the
market circumstances at the time.
4. Details of the Transactions
During the period August 2000 to October 2000, 13 085 000 shares were sold
to the controlling shareholder and a director at a price of 10 cents per
share, raising R1 308 500 for Mouldmed. In the period from November 2000 to
January 2001, 1 670 000 shares were sold at prices between 8 cents and 10
cents to twenty-one shareholders raising R137 000 for Mouldmed. The JSE has
deemed certain of the investors to be related parties and therefore require
that shareholders (excluding the controlling shareholder) should ratify the
said Transactions.
5. Issue of shares for cash
Mouldmed is in the process of concluding an agreement with Blueskeye Private
Equity ("BPE") in terms of which BPE will subscribe for eight million
Mouldmed shares at 25 cents each in eight equal monthly tranches, resulting
in the raising of R2 000 000 of new capital for Mouldmed. BPE currently not
a shareholder of Mouldmed will thus acquire 8% of the issued share capital
of Mouldmed. A resolution will be put forward to shareholders in terms of a
general approval to allow Mouldmed to issue the said shares.
6. Financial effects
The following table sets out the financial effects of the Transactions on
the preliminary results of Mouldmed for the year ended 28 February 2001:
Prior to the After the Percentage
Transactions* Transactions* change
Headline earnings
per share (cents) (2,8) (2,8) -
Earnings
per share (cents) (2,9) 0,6 120,7
Net asset value
per share (cents) 50,8 54,3 6,8
* Based on the actual results for the year assuming the Transactions had not
been implemented as well as thereafter.
Following the disposal of the shares in Healthcare, Mouldmed still holds
97,05% of the issued share capital of Healthcare.
The following table sets out the financial effects of the Issue for cash
on the preliminary results of Mouldmed for the year ended 28 February 2001:
Prior to the After the Percentage
Issue for cash Issue for cash* change
Headline earnings
per share (cents) (2,8) (2,2) 21,4
Earnings
per share (cents) 0,6 1,1 83,3
Net asset value
per share (cents) 54,3 56,5 4,1
* Assuming the Issue for cash was effective on 1 March 2000 and interest
of 8% less taxation was earned on the proceeds.
** Based on 92 000 000 issued shares prior to the Issue for cash and 97 670
000 weighted average issued shares thereafter.
*** Based on 92 000 000 issued shares prior to the Issue for cash and 100
000 000 issued shares thereafter.
7. Documentation
A circular containing details of the above Transactions and Issue for cash
is in the process of completion and will be forwarded to shareholders of
Mouldmed on Friday, 21 September 2001.
8. Further cautionary announcement
Shareholders are advised that Mouldmed is in further discussions relating to
the recapitalisation of its businesses. Shareholders are accordingly advised
to continue exercising caution when dealing in their shares until a further
announcement is made.
Cape Town
6 September 2001
SPONSOR
Exchange Sponsors
(Registration number 1999/024433/07)
