| Fri 22 Feb 2002, 0:00 | | Datacentrix - Specific Issue Of Shares For Cash, R |
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Trading Update And Further Cautionary Announcement
DATACENTRIX HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1998/006413/06)
Share code: DCT
ISIN code: ZAE000016051
("Datacentrix" or "the company")
SPECIFIC ISSUE OF SHARES FOR CASH, RESULTS OF GENERAL MEETING, TRADING
UPDATE AND FURTHER CAUTIONARY ANNOUNCEMENT
1. General meeting
The directors of Datacentrix are pleased to announce that, at the general
meeting of shareholders held on 22 February 2002, the requisite majority of
shareholders :
waived the requirement for a mandatory offer to be made to the minority
shareholders of the company by Eglin Investments (Proprietary) Limited ("New
CNI");
approved the specific issue of 20 982 924 ordinary shares to New CNI at an
issue price of 90 cents per share ("the cash issue"); and
waived their pre-emptive rights to participate in the cash issue.
2. Cash issue
2.1 Issue price
The cash issue price of 90 cents per share represents a premium of 0,2 cents
(0,2%) on the weighted average traded price of Datacentrix shares on the JSE
Securities Exchange South Africa ("JSE") during the 30 business days
preceding 19 November 2001, the date on which the directors of the company
approved the cash issue.
2.2 Rationale
The cash issue was approved and recommended by the board of directors in
order to enhance the company's empowerment credentials and secure New CNI as
the company's strategic empowerment partner.
2.3 Utilisation of the funds received in terms of the cash issue
The funds received by Datacentrix in terms of the cash issue will, inter
alia, be used to fund:
organic growth and cyclical working capital requirements; and
future acquisitive growth.
2.4 Related party and independent opinion
As New CNI is the controlling shareholder of Datacentrix and is therefore a
related party in the cash issue, an independent fair and reasonable opinion
in regard to the cash issue was obtained from Deloitte & Touche. This
independent opinion was included in the circular to shareholders dated 7
February 2002. Pursuant to the cash issue, New CNI will exercise voting
control over 49% of the shares in Datacentrix.
2.5 Financial effects of the cash issue
Had the cash issue been effective from 1 March 2001, the pro forma financial
effects on the company's earnings per share and headline earnings per share
for the six months ended 31 August 2001 and on the net asset and net
tangible asset values per share at 31 August 2001, would have been as
follows:
Unaudited Pro forma % Change
Before After
Net asset value per share 54,5 58,5 7,3
(cents)
Net tangible asset value 42,4 47,7 12,5
per share (cents)
Headline earnings per share 8,4 8,1 (3,5)
(cents)
Earnings per share (cents) 7,5 7,3 (2,6)
Weighted number of shares 163 376 184 359
in issue (000's)
Deemed number of shares in 166 360 187 343
issue (000's)
Notes:
The pro forma financial effects of the cash issue have been calculated
having regard to the following assumptions:
the "Before" figures are based on the unaudited results for the six months
to 31 August 2001 and include various assumptions made regarding shares
deemed to have been issued to vendors in terms of future profit warranties,
which shares will, however, only be issued after the financial year ending
28 February 2002;
approximately R7 million of the R18,9 million to be received in terms of the
cash issue will be used for early settlement of suppliers' accounts in order
to benefit from settlement discounts and the balance of approximately R11,9
million will be placed on call at an after tax interest rate of 5,6% per
annum;
the headline earnings per share and earnings per share calculations are
based on the weighted number of shares in issue; and
the net asset value per share and net tangible asset value per share
calculations are based on the deemed number of shares in issue.
3. Listing of the shares
The 20 982 924 new ordinary shares will be listed on the JSE from the
commencement of business on Monday, 25 February 2002.
4. Trading Update
Management expresses its confidence that Datacentrix' results for the year
ending 28 February 2002 will meet its expectations and would reaffirm its
statement (as presented in Datacentrix August 2001 interim results) of 17
October 2001:
"To date our focus on business critical solutions
and services has shielded Datacentrix from the
global and local slowdown in information technology
expenditure.
We remain extremely well positioned to take
advantage of the continued shakeout and
consolidation in the IT industry."
5. Further cautionary announcement
Datacentrix shareholders are referred to the cautionary announcement dated
10 January 2002 and are advised that the directors of Datacentrix are still
in discussions with the minority shareholders of Commerce Centre of Southern
Africa (Proprietary) Limited and that, as previously stated, it is expected
that this matter will be finalised by the end of the company's current
financial year, being 28 February 2002.
Shareholders are accordingly advised to continue to exercise caution when
dealing in their Datacentrix shares until a further announcement is made.
Pretoria
22 February 2002
Corporate adviser Independent advisers to Corporate law advisers and
and sponsor the shareholders of consultants
Datacentrix
Barnard Jacobs Edward Nathan & Friedland
Mellet Corporate Deloitte & Touche (Pty) Limited
Finance Corporate Finance
Independent reporting
accountants and auditors
Deloitte & Touche
