| Wed 10 Oct 2001, 0:00 | | Zeltis - Disposal Of Assets, Claw Back Rights Offe |
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1. Introduction
Shareholders are referred to the cautionary announcement published in the
press on 18 August 2001.
2. Circular to shareholders
A circular to shareholders is in the process of being drafted, which will
contain full details of the events regarding the restructuring of the assets
of Zeltis since 30 June 2000.
In addition the circular will contain full details of a related party
transaction, including a notice of general meeting of the shareholders of
Zeltis to ratify the transaction. Dennis Hellman Family Trust ("DHFT"),
loaned an amount of R8,000,000 to Zeltis for its working capital needs
during 2000. DHFT has agreed to the repayment part of this loan due by
Zeltis, through Zeltis selling the 8,065,000 shares in Good Cape Limited
owned by it at 50 cents per Good Cape share to DHFT. The value attributable
to the Good Cape Shares is at a premium to both the trading price of 27
cents per share on the date of the agreement and the book value thereof at
30 June 2000 of 35 cents. As a result Zeltis has made a book profit of
R1,209,500 and has reduced its borrowings by R4,032,541.
As this transaction is a related party transaction it is subject to the
ratification thereof by shareholders in general meeting. The financial
effects of this transaction (based on the unaudited interim results for 31
December 2000 and 148,698,692 shares in issue), are as follows:
Based on the unaudited Before After Percentage
interim results for change
31 December 2000
Net Asset Value per Share 18,93 21,64 14,3%
(Cents)
Net Tangible Asset Value per
Share (Cents) 11,46 14,17 23,67%
Loss Per Share (Cents) (2,17) (1,36) 37,44%
Headline Loss Per Share (2,17) (1,36) 37,44%
(Cents)
3. Proposed Claw-back Rights Offer
In addition, discussions are taking place with certain creditors to convert
all or part of the amounts owing to them by Zeltis into ordinary shares. If
successful, shareholders of Zeltis will be afforded the right to claw back
shares, on the same terms and conditions, pro rata to their holding in terms
of a claw back rights offer. The purpose of the rights offer is to properly
capitalise Zeltis and reduce its borrowings.
4. Documentation
A detailed announcement relating to the claw-back rights offerwill be
published as soon as the audited results for the year ended 30 June 2001 are
published, which is expected by not later than 30 October 2001.
The circular referred to in paragraph 2 above is expected to be mailed to
shareholders within 28 days of the results publication.
5. Further Cautionary
Shareholders are accordingly advised to continue to exercise caution when
dealing in their Zeltis shares on the JSE Securities Exchange South Africa.
Johannesburg
10 October 2001
Sponsor
The Janus Corporation (Pty) Ltd
