DECTRONIC LIMITED
(Registration number 1998/013637/06)
("Dectronic" or "the company")
Share Code : DTR
ISIN Code : ZAE 000016754
CHANGE IN CONTROL, RESCUE OPERATION AND FURTHER CAUTIONARY ANNOUNCEMENT
Following the cautionary announcement published on 19 July 2001, the
controlling shareholders and former directors of Dectronic, consider it to
be in the best interests of shareholders to negotiate a change in control to
ensure the survival of Dectronic. In terms of an agreement effective 13
August 2001 shareholding control, represented by 34 214 406 existing
ordinary shares in Dectronic, was acquired by Gandalf Trust (Master's
Reference Number 2530/94) for a purchase consideration of R3 421.44, from
the former controlling shareholder, namely Financial Insourcing Specialists
Limited ("Financial Insourcing"). In addition, Gandalf Trust have purchased
the loan accounts in the company, limited to a maximum amount of R100 000,
in return for the transfer of 5 000 000 existing Micrologix Limited shares
to Financial Insourcing at 2 cents per share.
Gandalf Trust will perform a rescue operation of Dectronic in the form of,
inter alia, a compromise offer with creditors in terms of Section 311 of the
Companies Act, 1973, as amended, and a restructure of the company. The
financial effect of the compromise offer will be to restore the company to a
solvent financial position as at the date of lodgement of the compromise
offer.
In accordance with rules and regulations of the Johannesburg Stock Exchange
and the provisions of the Securities Regulation Code, application will be
made for the change in control to be considered a rescue operation. A
further announcement will be made in due course regarding details of the
restructure and any future prospects.
CHANGE IN DIRECTORS AND REGISTERED ADDRESS
Pursuant to the change in control the following directors have resigned from
the board of Dectronic:
IG Morris A Browne
AA Vercuiel R Gibbs
The following new appointments have been made:
KJ Gribnitz (M. Comm) JP Nel (M. Applied Mathematics)
M Botha (BA, LLB) D Oberholzer (M. Eng, MBA)
The registered address of the company will change with effect from 17
September 2001 to:
Mirkwood Estate Private Bag X010
Remaining Extent of Klip Kop, JR 396 Lynnwood Ridge
Gauteng 0040
SPONSOR
Shareholders are advised that in terms of the JSE Listings Requirements, the
company is required to appoint a sponsor when an announcement of this nature
is published. The company does not have a sponsor at this time, but
nonetheless the JSE has allowed this announcement to proceed to ensure that
shareholders are fully informed. The JSE has informed the company that it
needs to appoint a sponsor within 14 calendar days of this announcement,
failing which the JSE may suspend the listing of the company in terms of
section 17 of the Stock Exchanges Control Act as read with paragraph 1.4 of
the JSE Listings Requirements.
FURTHER CAUTIONARY ANNOUNCEMENT
As a result of the change in control, rescue operation and restructuring
proposals shareholders are advised to continue to exercise caution when
dealing in their securities until a further announcement is made.
Johannesburg
11 September 2001
Corporate adviser
Radagast Capital (Proprietary) Limited
Corporate Restructurer
Gandalf Trust
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