Hicor Limited
(Incorporated in the Republic of South Africa)
Registration number 1981/011496/06
Share code: HOR
ISDN number: ZAE000003331
("Hicor")
DISPOSAL OF HICOR (UK) LIMITED
1. INTRODUCTION
PSG Investment Bank Limited is authorised to announce that Hicor Information
Technologies Limited ("Hicor IT"), a wholly owned subsidiary of Hicor has
disposed of all its shares in Hicor (UK) Limited (Registration number 0302
6978) ("Hicor UK") to Alphonse Richard Mauritius Hoge and J Robert Ritters-
Lewis ("the management") in terms of an agreement dated 15 January 2002
("the transaction").
2. OVERVIEW OF HICOR UK
Hicor UK, inter alia, as part of the Hicor group provides a suite of banking
and business to business e-commerce software products with particular focus
on the secure exchange of payment related messages and data.
3. RATIONALE FOR THE DISPOSAL
Whilst the outlook for Hicor UK continues to be positive, Hicor's management
does not believe that Hicor should continue managing a remote site, such as
Hicor UK, from South Africa and prefer contracting with United Kingdom based
residents on a non-exclusive basis, to further the Hicor group's entrance
into Europe. Furthermore the devaluation of the South African Rand and the
possibility of further devaluation creates a risk for Hicor in respect of
future capitalisation that may be required for Hicor UK.
4. THE TRANSACTION
4.1 Salient Terms of the Disposal
In terms of the transaction Hicor has disposed of all it's Hicor UK shares
to the management and has also agreed to forfeit the managements claims
against Hicor and its subsidiaries as part payment of the Hicor IT loan
account with effect from 1 October 2001.
4.2 Purchase Price
The purchase price for the Hicor UK shares are one hundred pounds sterling
which became payable on 15 January 2002 and the repayment of Hicor IT's loan
account of R1 434 641. The Hicor IT loan account will be repaid to Hicor as
follows:
the management claims in the amount of R575 000 will be forfeited as part
payment;
the balance of R859 641 shall be repaid by not later than 30 September 2004
by Hicor UK.
The proceeds will be used to reduce debt and for working capital purposes.
4.3 Warranties
No warranties were provided by Hicor IT or Hicor to the management.
4.4 Suspensive Conditions
All the suspensive conditions were fulfilled.
FINANCIAL EFFECTS
The table below sets out the pro forma effects of the disposal on the net
asset value, net tangible asset value, attributable earnings and headline
earnings per Hicor share based on the unaudited financial statements for the
half year ended 30 September 2001 and assumes the effective date of the
transaction as 1 April 2001 and the proceeds applied to reduce debt in the
company.
Before After %
disposal disposal change
Headline earnings per share 0,1 (0,1) (197)
(cents)
Attributable earnings per (0,9) 0,4 147
share (cents)
Net asset value per share 0,8 2,9 262
(cents)
Net tangible asset value per (17,8) (15,6) 12
share (cents)
Shares
- in issue (`000) 100 000 100 000 -
- weighted average (`000) 100 000 100 000 -
PRETORIA
31 January 2002
Sponsor and Investment Bank
PSG Investment Bank Limited
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