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HICOR LIMITED
(Incorporated in the Republic of South Africa)
(Registration Number 1981/011496/06)
("Hicor" or "the company")
Share Code : HOR
ISIN Code : ZAE000003331
RESULTS OF GENERAL MEETING AND SPECIFIC ISSUES OF SHARES FOR
CASH
1. General Meeting
The directors of Hicor are pleased to announce that, at the general meeting
of shareholders held on 28 March 2002, the requisite majority of
shareholders approved:
1.1 the proposal to grant directors of the company a general authority to
issue shares for cash;
1.2 the amendments to the Hicor Group Share Incentive Trust;
1.3 the specific issues of shares for cash; and
1.4 such other ordinary resolutions required to implement the above.
2. Specific issues of shares for cash
2.1 The first issue for cash enabled the company to raise R400 000 cash
through the issue of 10 000 000 shares at 4c per share to DM van der Merwe
("first issue"). The issue price of 4c as at 25 February 2002 was the
same as the market price.
2.2 The second issue for cash was a conversion of loans totalling R 9 627
500 consisting of a staff loan of R3 012 500, R5 000 000 of a R10 000 000
loan due to DJ Pringle and a loan of R1 615 000 due to R van Rooyen.
Such loans were converted to Hicor shares by issuing 192 550 000 shares
at
5c per share to such parties in proportion to their loan accounts. The
issue price of 5c as at 25 February 2002 exceeded the market price by
25%.
2.3 The new shares will rank pari passu with existing shares in issue. The
specific issues will allow Hicor, inter alia, to reduce its debt as well
as to provide working capital.
2.4 DM van der Merwe is a director of Hicor and therefore the first issue
was regarded as a related party transaction and he was not allowed to
vote in respect of the relevant resolution. DJ Pringle, J de Bruin, APC
Brink, JH Wolfaardt, and DM van der Merwe are directors of Hicor and
therefore the second issue of shares to them was regarded as a related
party transaction and they were not allowed to vote in respect of the
relevant resolution. PSG Investment Bank provided a fair and reasonable
report in respect of the first and second issues, which are available at
the company's registered address.
2.5 Financial effects of the specific issues
The table below sets out the unaudited pro forma financial effects of
the disposal of Hicor UK and the specific issues. For the purposes of
earnings and headline earnings per share, it was assumed that the
disposal and the specific issues were effected on 1 April 2001. For the
purposes of net asset value and net tangible asset value per share it
was assumed that the disposal and specific issues took place on 30
September 2001. This unaudited pro forma financial information is the
responsibility of the directors of Hicor and is provided for
illustrative purposes only.
Unaudited Adjustmen Pro Adjustme Pro
Published ts forma nts forma
interim relating after relating after
results to the the to the the
before disposal disposal specific disposal
the of Hicor of Hicor issues3 and
disposal UK2 UK specific
and issues
specific
issues1
Earnings per share (0.9) 1.0 0.1 0.0 0.1
(cents)
Headline earnings per 0.1 (0.2) (0.1) 0.1 0.0
share (cents)
Net asset value per 0.8 1.4 2.2 1.8 4.0
share (cents)
Net tangible asset (17.8) 1.6 (16.2) 14.1 (2.1)
value per share
(cents)
Shares in issue 100 000 0 100 000 202 550 302 550
('000)
Notes:
1) Extracted from Hicor's published unaudited interim results for the six-
month period ended 30 September 2001.
2) In terms of an agreement dated 15 January 2002, Hicor disposed of its
100% shareholding in Hicor UK effective 1 October 2001. In order to
estimate Hicor's future earnings and financial position after the
specific issues, Hicor UK's results for the six months ended 30 September
2001 have been eliminated in the calculation of the pro forma earnings
and headline earnings per share. Similarly the assets and liabilities
of Hicor UK have been eliminated in the calculation of the pro forma net
asset value and net tangible asset value per share at 30 September 2001.
The adjustments also account for the disposal proceeds of R1.436 million
and terms of the disposal agreement.
3) In calculating the adjustments relating to earnings and headline earnings
per share, it has been assumed that the proceeds of the specific issues
had been utilised to reduce the Hicor Group's interest bearing and non-
interest bearing debt. The actual interest charges on loans being
converted in terms of the second issue together with an assumed interest
saving of 13% per annum on the net proceeds of R230,000 (after estimated
costs of R170,000) in terms of the first issue, amounted to R155,000
before tax for the six-month period ended 30 September 2001. Actual
interest rates on loans to be converted varied between 0% and 13% (prime
rate). The standard company tax rate of 30% was applied. In calculating
the adjustments relating to the pro forma net asset value and net
tangible asset value per share, it was assumed that the R230,000 net
proceeds of the first issue were received in cash and loans of R9,627,500
were converted into ordinary share capital on 30 September 2001.
3. Listing of the shares
The 202 550 000 new ordinary shares have been listed on the JSE from the
commencement of business on Tuesday, 2 April 2002.
PRETORIA
2 April 2002
Investment Bank and Sponsor
PSG INVESTMENT BANK
Attorneys
HOFMEYR HERBSTEIN & GIHWALA INC
Auditors and reporting accountants
PRICEWATERHOUSECOOPERS INC
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