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Quyn Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1998/012245/06)
("Quyn" or "the company")
Share code: QUY
ISIN code: ZAE000017257
DISPOSAL AND SPECIFIC REPURCHASE OF SHARES ANNOUNCEMENT
Shareholders are referred to the cautionary announcement dated 11 January
2002 and are advised of the following:
A specific repurchase of 10 090 308 ordinary shares at 15 cents per share;
and
The disposal of a 50% interest in the property and facilities management
operations ("the business") of Colliers RMS ("Colliers") to a broad based
black economic empowerment consortium.
INTRODUCTION
Quyn has entered into an agreement which, subject to the approval of
shareholders in general meeting and the completion of the relevant due
diligence review, will result in the disposal of a 50% interest in the
business. In addition Quyn has agreed, subject to shareholders approval, to
acquire 10 090 308 ordinary shares in the capital of Quyn at a price of 15
cents per share.
THE REPURCHASE OF SHARES
An agreement has been concluded in terms of which Quyn (or its nominee)
will, subject to the approval of shareholders in general meeting, acquire a
total of 10 090 308 ordinary shares in Quyn from John Patrick Douglas
Flanagan (3 684 654 shares) and the No. 3 Flamboyant, Avenue Trust (6 405
654 shares) at a price of 15 cents per share.
Funding
The repurchase of the 10 090 308 shares in total, in terms of the specific
repurchase detailed above, will be funded by Quyn out of internal group cash
resources.
THE DISPOSAL
Quyn has entered into an agreement with a broad based black economic
empowerment consortium lead by MuAfrika (Pty) Limited and which includes
leading black businessmen and significant trade union investment companies
("the consortium") in terms of which the consortium will, subject to the
approval of shareholders in general meeting, acquire a 50% interest in the
business for a consideration of R9 million payable in cash with effect from
1 March 2002.
Rationale for the disposal
It has become evident to the directors of Quyn and Colliers that the change
by many large property owners (including governmental and parastal bodies)
to outsource their property and facilities management functions will only
benefit operators who display a significant empowerment factor. The
introduction of a broad based significant empowerment partner in property
and facilities management will enhance opportunities for the group going
forward.
The proceeds of the disposal will be used to further reduce the borrowings
of the group and to fund Quyn's working capital requirements.
Nature of the business of Colliers
Colliers is a service company providing services in property management,
broking and development consulting.
FINANCIAL EFFECTS
The table below sets out the financial effects on the earnings, headline
earnings and net asset value per Quyn share for the year ended 30 September
2001 of the repurchase independent of the disposal, the disposal independent
of the repurchase and then the cumulative effect of both the repurchase and
the disposal based on the following assumptions:
The total cash consideration payable in respect of the repurchase is
R 1 513 546;
The repurchase was effective 1 October 2000;
The total cash receivable in terms of the disposal is R9 000 000;
An after tax interest rate of 7.5% was used in determining interest on the
net cash amount available following the disposal and the repurchase;
The disposal was effective 1 October 2000 from an earnings point of view and
30 September 2001 from a net asset value point of view.
Before After Cents % After
Cents repurchase Change disposal
Earnings / (loss)
per share (27.0) (30.5) (3.5) 12.9 (26.5)
Headline earnings
/ (loss) per
share (28.0) (31.5) (3.5) 12.5 (27.5)
Net asset value
per share 30.1 32.5 2.4 7.9 42.5
Net tangible
asset value per
share 35.2 38.5 3.3 9.4 47.6
Shares in issue
(000) 72 391 62 301 72 391
% Change
Cents % After Cents %
Change repurchase
and
disposal
Cents
Earnings / (loss)
per share 0.5 1.9 (29.9) (2.9) (10.7)
Headline earnings
/ (loss) per
share 0.5 1.8 (31.0) (3.0) (10.7)
Net asset value
per share 12.4 41.2 46.9 16.8 55.8
Net tangible
asset value per
share 12.4 35.3 52.9 17.7 50.3
Shares in issue
(000) 62 301
WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT, FURTHER ANNOUNCEMENT AND CIRCULAR TO
SHAREHOLDERS OF QUYN
Shareholders are referred to the cautionary announcement dated 11 January
2002, and are advised that as further information has now been made
available, caution is no longer required.
A further announcement setting out the relevant dates pertaining to the
transactions will be published in due course.
A circular to shareholders of Quyn setting out the proposals and including a
notice of general meeting and form of proxy will be mailed within 28 day
hereof.
By order of the Board
Quyn Holdings Limited
Randburg
15 February 2002
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