| Wed 7 Aug 2002, 0:00 | | Insure - Disposal |
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INSURE - DISPOSAL
Insurance Outsourcing Managers Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1998/013121/06)
Share code INS ISIN ZAE000033221
("Insure" or "the company")
DISPOSAL OF INTERESTS IN MULTI RISK MANAGERS (PROPRIETARY) LIMITED ("MRM") AND
COMPENDIUM INSURANCE GROUP (PROPRIETARY) LIMITED ("Compendium")
1. Introduction
Lanark Financial Services (Proprietary) Limited is authorised to announce that
the company has entered into agreements in terms of which it has disposed of its
60% shareholding in each of MRM ("the MRM disposal") and Compendium (and its
claims on loan account against Compendium) ("the Compendium disposal") to
Hollard Insurance Company Limited in separate transactions with effect from 28
February 2002.
MRM and Compendium carry on business as short-term insurance brokers in the
Gauteng and KwaZulu-Natal areas respectively.
The consideration for the MRM disposal is R1 884 771 and the consideration for
the Compendium disposal is R4 418 755, which considerations have been settled in
cash.
2. Rationale for the MRM disposal and the Compendium disposal ("the disposals")
A portion of the business of Insure is the provision of funding to short-term
insurance brokerages to facilitate their growth, by way of working capital
support for further broker acquisitions. The facilities advanced to MRM and
Compendium have reached maturity and the disposals allow Insure to exit from its
separate exposures.
3. Financial effects of the disposals
3.1 The table below illustrates the pro forma effects of the MRM disposal on the
earnings and net asset value per share of Insure as if it had been effective for
the 12 months ended 28 February 2002. Due to their nature, the pro forma
financial effects may not give a fair reflection of the company after the MRM
disposal.
Audited: Pro forma:
before the after the Percentage
MRM disposal MRM disposal change:
(Note 1) (Note 2) increase/
Description 28 Feb 2002 28 Feb 2002 (decrease)
Loss per share (cents) 9,3 8,9 (4)
Headline loss per share (cents) 2,1 1,9 (10)
Tangible net asset value per share (cents) 11,8 11,1 6
Net asset value per share (cents) 3,2 2,4 25
Number of ordinary shares in issue (`000) 111 092 111 092 -
Note 1
The audited before the MRM disposal figures reflect the audited figures of the
company for the 12 months ended 28 February 2002.
Note 2
The pro forma after the MRM disposal figures combine the audited before the MRM
disposal figures with the audited figures of MRM for the 12 months ended 28
February 2002 as if the MRM disposal had been effective at that date, on the
assumption that the cash proceeds were received on that date, thus reducing
finance charges. The audited profit after taxation of MRM amounted to R286 763.
3.2 The table below illustrates the pro forma effects of the Compendium
disposal on the earnings and net asset value per share of Insure as if it had
been effective for the 12 months ended 28 February 2002. Due to their nature,
the pro forma financial effects may not give a fair reflection of the company
after the Compendium disposal.
Audited: Pro forma:
before the after the
Compendium Compendium Percentage
disposal disposal change:
(Note 1) (Note 2) increase/
Description 28 Feb 2002 28 Feb 2002 (decrease)
Loss per share (cents) 9,6 9,3 (3)
Headline loss per share (cents) 2,5 2,1 (16)
Tangible net asset value per share (cents) 11,1 11,8 6
Net asset value per share (cents) 2,4 3,2 33
Number of ordinary shares in issue (`000) 111 092 111 092 -
Note 1
The audited before the Compendium disposal figures reflect the audited figures
of the company for the 12 months ended 28 February 2002.
Note 2
The pro forma after the Compendium disposal figures combine the audited before
the Compendium disposal figures with the audited figures of Compendium for the
12 months ended 28 February 2002 as if the Compendium disposal had been
effective at that date, on the assumption that the cash proceeds were received
on that date, thus reducing finance charges. The audited profit after taxation
of Compendium amounted to R301 698.
3.3 The table below illustrates the pro forma effects of the disposals on the
earnings and net asset value per share of Insure as if they had been effective
for the 12 months ended 28 February 2002. Due to their nature, the pro forma
financial effects may not give a fair reflection of the company after the
disposals.
Audited: Pro forma: Percentage
before the after the change:
(Note 1) (Note 2) increase/
Description 28 Feb 2002 28 Feb 2002 (decrease)
Loss per share (cents) 9,6 8,8 (8)
Headline loss per share (cents) 2,8 1,7 (39)
Tangible net asset value per share (cents) 11,2 11,4 2
Net asset value per share (cents) 2,6 3,2 23
Number of ordinary shares in issue (`000) 111 092 111 092 -
Note 1
The audited before the disposals figures reflect the audited figures of the
company for the 12 months ended 28 February 2002.
Note 2
The pro forma after the disposals figures combine the audited before the
disposals figures with the audited figures of MRM and Compendium for the 12
months ended 28 February 2002 as if the disposals had been effective at that
date, on the assumption that the cash proceeds were received on that date, thus
reducing finance charges. The audited profit after taxation of MRM and
Compendium amounted to R588 461.
4. Circular to shareholders
As the disposals constitute a Category 2 transaction in terms of the Listings
Requirements of the JSE Securities Exchange South Africa, a circular containing
full details of the disposals will be despatched to shareholders for information
in due course.
By order of the board
J Vogelzang
Secretary
Randburg
8 August 2002
Corporate adviser
Lanark Financial Services (Proprietary Limited)
(Registration number 1999/021799/07)
Group auditors
Compendium (Pretoria) Incorporated
(Registration number 2000/004461/21)
Sponsor
LPC Manhattan Sponsors (Pty) Ltd
(Registration number 1999/024792/07)
Date: 07/08/2002 04:23:10 PM Produced by the JSE SENS Department
