| Thu 31 Jan 2002, 0:00 | | Datatec - Issue Of Shares For Cash |
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Datatec
Connecting Minds
(Incorporated in the Republic of South Africa)
(Registration number 1994/005004/06)
Share code: DTC ISIN: ZAE000017745
("Datatec" or "the company")
Issue of shares for cash
1. Introduction
Rand Merchant Bank is authorised to advise shareholders that Datatec's board
of directors has issued to Gensec Bank Limited and/or its nominees 3 million
and 5 million ordinary shares in the company ("shares") at a price of 1 860
cents and 2 000 cents per share respectively (the "cash issue"). The cash
issue was made in terms of the general authority to issue shares for cash
granted to the board by shareholders at the annual general meeting held on
22 October 2001.
The first tranche of 3 million shares was allotted and issued at a price of
1 860 cents. This is a 36% premium to the weighted average price of 1 365
cents for the 30 trading days to 11 December 2001, being the date on which
agreement was reached.
The second tranche of 5 million shares was allotted and issued at a price of
2 000 cents. This is a 5,6% discount to the weighted average price of 2 119
cents for the 30 trading days to 24 January 2002, being the date on which
agreement was reached.
Cumulatively, the cash issue constitutes 6.1% of the issued share capital of
Datatec prior to such issue.
2. Rationale
It is Datatec's intention to utilise the funds raised from the cash issue to
finance a portion of the purchase consideration for the acquisition of
certain of the assets of Landis Group N.V. ("Landis"), a Netherlands company
listed on the Amsterdam Stock Exchange. This intention to proceed with
investigating the potential acquisition was announced in the press on 15
January 2002.
In terms of the acquisition still to be finalised, it is proposed that
Datatec will acquire the complete networking distribution activities of
Landis, which comprise operations in 10 countries in Europe (Austria,
Belgium, Denmark, France, Germany, Netherlands, Norway, Spain, Sweden and
the United Kingdom). A combination of cash and Datatec or unlisted Westcon
Group Inc. shares will be used to settle the total payment.
In the event that the acquisition of Landis is not concluded, the cash
raised will be utilised for other investment opportunities as and when they
arise.
3. Financial effects
The table below sets out the financial effects of the cash issue on the
headline earnings and net tangible asset value per share had the cash issue
been effective for the six-month period to 30 September 2001:
Actual before Pro forma after
the cash issue the cash issue (Decrease) (Decrease)
(cents) (cents) (cents) (%)
Headline earnings per share 141,8 137,3 (4,5) (3,2)
Net tangible asset value
per share 2 082,1 2 077,8 (4,3) (0,2)
Notes:
* The "Actual before the cash issue" column is based on the unaudited
financial results of Datatec for the six months ended to 30 September 2001.
* The "Pro forma after the cash issue" column is based on the assumption
that the cash in respect of the cash issue was received on 1 April 2001 and
earned interest at an after tax rate of 6,5%.
Sandton
1 February 2002
Merchant bank and sponsor
Rand Merchant Bank
Corporate Finance
A Division of FirstRand Bank Limited
Auditors
Deloitte & Touche
Chartered Accountants (SA)
Registered accountants and auditors
Corporate law advisors and consultants
Edward Nathan & Friedland (Pty) Ltd
(Registration number 1999/026464/07)
Underwriters
Gensec Bank Limited
(Registration number 1996/004744/06)
