| Tue 26 Mar 2002, 0:00 | | Arcay Group/real People Finance - Announcement |
|
Arcay Group Limited Real People Finance Limited
Incorporated in the Republic (Formerly Money Wise
of South Africa Holdings Limited)
(Registration number (Registration number
1991/003944/06) 1997/020159/06)
("Arcay Group" or "the ("RPF")
company") JSE Code: RPF ISIN Code:
JSE Code: ARC ISIN Code: ZAE 000030821
ZAE 000022406
ACQUISITION OF CONTROLLING INTEREST IN REAL PEOPLE GROUP (PROPRIETARY)
LIMITED ("RPG"), THE PROPOSED DELISTING OF RPF AND JOINT CAUTIONARY
ANNOUNCEMENT
Arcay Group is in negotiations to merge its interests with those of RPG
through the acquisition of 50% plus 1 share in the share capital of RPG for
a purchase consideration of R29 050 000 ("the acquisition"). The purchase
consideration is to be settled by the issue of 15 000 000 new ordinary
shares in Arcay Group at an issue price of 50 cents per share and cash
amounting to R21 550 000 payable in various tranches, of which R10 750 000
will have a conversion option exercisable at 50 cents per share. The vendor
of RPG is T-Way Financing (Proprietary) Limited, which will continue to hold
the balance of the shares in RPG and be responsible for the continued
management of RPG and its subsidiaries.
RPG is an investment holding company which holds various investments in the
micro and home-lending industry. RPG is also the controlling shareholder in
RPF, a listed micro-lending company. RPF is a member of the Micro Finance
Regulatory Council and has been at the forefront of initiatives in the micro-
lending and home financing industries, including being the first company to
register its loans on the National Loans Register. In addition, RPG places
great emphasis on the information technology relevant to its micro-lending
operations.
Arcay Group is a financial services group providing a comprehensive range of
financial services to owner-driven businesses and entrepreneurs. RPG has
been a client of Arcay Group since its incorporation, and RPF since its
acquisition by RPG, with Arcay Group supporting, advising and assisting both
RPG and RPF in their growth. Arcay Group holds a direct investment in RPF.
The financial effects of the acquisition on the published interim results of
Arcay Group, as if the acquisition had occurred with effect from 01 April
2001, are shown below:
Fully diluted Published Pro forma Percentage
information Interim Interim change
results results (%)
30 30
September September
2001 2001
Before After
Headline (loss)/earnings (6,30) 12,77 302,6%
per share (cents)
Attributable (27,43) (5,04) 81,6%
(loss)/earnings per
share (cents)
Net asset value per 174,40 133,77 (23,3%)
share (cents)
Tangible net asset value 165,22 106,15 (35,8%)
per share (cents)
Weighted average shares 60 077 96 577 60,8%
in issue (`000)
Shares in issue at 60 136 96 636 60,7%
period end (`000)
The acquisition is subject to, inter alia, a satisfactory due diligence, the
relevant approvals being obtained from the JSE Securities Exchange South
Africa ("JSE") and the Securities Regulation Panel (`SRP") and is subject to
the approval of Arcay Group shareholders and debenture holders in general
meeting. An application has been made to the SRP for a waiver of an offer
to minority shareholders in Arcay Group on the basis that there will be no
change in control of Arcay Group as a result of the acquisition. The
transaction will be regarded as a related party transaction and will be
subject to a fair and reasonable report. A circular will be forwarded to
Arcay Group shareholders within 28 days of this announcement.
An application is to be made to the JSE for the delisting of RPF and it is
the intention that an offer will be made to minority shareholders in RPF at
approximately 20 cents per share, to be settled in cash and shares in Arcay
Group. A circular to RPF shareholders will be distributed within 28 days of
this announcement.
As a result of the above, shareholders of both Arcay Group and RPF are
advised to exercise caution when dealing in their securities until a further
announcement is made.
Johannesburg
26 March 2002
Sponsor to Arcay Group Limited Sponsor to Real People Finance Limited
KPMG Arcay Group Limited
