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E-DATA HOLDINGS LIMITED - INTERIM RESULTS AND ACQUISITION OF JOHN DANIEL
CONTAINERS
(Incorporated in the Republic of South Africa)
(Registration number 1998/013215/06
JSE Share code: EDT ISIN: ZAE000015673)
("E-data" or "the company")
INTERIM RESULTS AND ACQUISITION OF JOHN DANIEL CONTAINERS
INTERIM REPORT FOR
SIX MONTHS ENDED 31 MARCH 2002
Consolidated Unaudited Unaudited Audited
Income
Statements 6 months to 6 months to 12 months to
31 March 2002 31 March 2001 30 September 2001
R`000 R`000 R`000
Revenue 1,626 -
-
Net operating loss (1,508) (6,598,007)
(348)
Taxation
- -
Attributable to
ordinary (348) (1,508) (6,598,007)
shareholders
Number of shares 33,387,500 33,387,500
in issue 115,162,500
Weighted number of 33,387,500 33,387,500
shares 108,912,500
Loss per share (19.76)
(cents) (0.32) (4.52)
Headline loss per
share (cents) (0.32) (4.52) (19.76)
Consolidated Unaudited Unaudited Audited
Balance Sheets
6 months to 6 months to 12 months to
31 March 2002 31 March 2001 30 September 2001
R`000 R`000 R`000
Assets
Non-current assets 5,465 -
-
Property, plant - 2,068 -
and equipment
Software 2,951
development - -
Investments - 126 -
Loan to E-Data
Holdings share - 320 -
incentive scheme
Current assets - 987
-
Inventory and work
in progress - 300 -
Accounts - 687 -
receivable
Total assets - 6,453 -
Equity and
liabilities
Share capital and (1,311) 3,974 (1,213)
reserves
Shareholder`s loan 861
1,120 1,060
Current 1,618 153
liabilities 191
Accounts payable 1,569 152
189
Tax payable 1
1
Bank overdraft 1 49 0
Total equity and 6,453
liabilities (0) -
Net asset value
per share (cents) - 11.9 -
Statement Share Share NDR Accumul- Total
Of Changes Capital premium ated
In Equity loss
Opening 334 2,487 6,127 (10,161) (1,213)
balance
Shares
issued for 50 200 - - 250
cash
Capitalisat 768 - - (0)
ion issue (768)
Loss for (348)
half year (348)
1,152 2,687 5,359 (10,509) (1,311)
Consolidated Cashflow Unaudited Unaudited Audited
Statement 6 months to 6 months 12 months to
to
31 March 2002 31 March 30 September
2001 2001
Cashflow from operating
activities (348) (720) (80)
Cashflow from investing
activities 250 (304) 80
Cashflow from financing
activities 61 270 -
Increase in creditors - -
36
Net cash - (754) -
(outflow)/inflow
Bank balances at
beginning of period - 754 -
Bank balances at end of
period (1) - -
COMMENT ON RESULTS
E-Data remains a shell company and has recorded no turnover during the six
months to 31 March 2002. The small loss is mainly as a result of the cost
of remaining listed and of seeking opportunities. The accounts have been
prepared in accordance with Generally Accepted Accounting Practice. No
dividends have been declared for the period under review.
Going concern
Attention is drawn to the fact that the company has made losses during the
year under review and that the liabilities of the group exceeded its assets
as at 30 September 2001. These conditions indicate the existence of a
material uncertainty which may cast significant doubt about the group`s
ability to continue as a going concern.
ACQUISITION OF JOHN DANIEL CONTAINERS LIMITED ("JDC")
Agreement has been reached, subject to certain suspensive conditions, for
the company to make an offer to the shareholders of JDC, a high technology
heavy trailer manufacturer situated in Mossel Bay. If the acquisition of
JDC ("the acquisition") is successfully concluded it will result in the
company becoming a significant competitor in the high-technology trailer
market. JDC has been engaged in technology development since its formation
in 1997 and has registered various patents in over 40 countries. JDC is now
proceeding with full-scale production which should result in a breakthrough
to profitability in their current financial year. The transaction will
result in a change of control, a change of name and a reconstitution of the
board of directors. The company`s year-end will be changed to 30 June to
coincide with JDC`s year end.
Details of vendors and purchase price
JDC is a public, unlisted company with in excess of 1300 shareholders. In
order to give effect to the transaction, E-Data will, in the following
order:
- consolidate its shares on a 1 for 100 basis;
- change the par value of its shares to 0.01 cents;
- issue a minimum of 20 446 221 and a maximum of 20 471 221 consolidated
shares with a par value of 0.01 cents each to JDC shareholders, at 100 cents
each, in the ratio of one new E-Data share for every eight JDC shares held;
and
- have a capitalisation issue in the ratio of 266 new shares for each
consolidated share held.
The purchase price for JDC, assuming full acceptance of the offer, will thus
be between R20.446 million and R20.471 million.
Conditions precedent
The acquisition is subject, inter alia, to JDC successfully completing a
rights issue, which is currently in progress, to raise at least R2.0 million
(which will require E-Data shareholder approval as a specific issue of
shares for cash), the necessary regulatory approvals, including approval by
the JSE of JDC`s business plan, due diligence, the approval of the
acquisition by E-Data shareholders and the waiver of their right to an offer
in terms of Rule 8.7 of the Code on Takeovers and Mergers and acceptance of
the offer by shareholders owning at least 90% of the JDC shares in issue.
Financial effects
In view of the fact that JDC`s year end is 30 June, results for their past
financial year are not yet available. The financial effects of the
acquisition will be communicated to shareholders when they can be more
meaningfully calculated.
Circular to shareholders and continuation of listing
A circular containing full details of the transaction and a notice of
general meeting, at which shareholders will be asked to approve the
transaction, will be mailed to shareholders in early September 2002.
Shareholders are advised that the continued listing of the company is
dependent on the JSE allowing the listing to continue after the acquisition.
By order of the board
James Stride
Chairman, Chief Executive Officer and Company Secretary
Johannesburg
5th July 2002
Registered address Transfer Secretaries
60, 4th Street, Houghton, 2198 Computershare Investor Services
Ltd
Sponsor 8th Floor, 11 Diagonal Street,
LPC Manhattan Sponsors (Pty) Ltd Johannesburg, 2001
(PO Box 1053, Johannesburg, 2000)
Date: 05/07/2002 10:32:41 AM Produced by the SENS Department
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