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Alacrity Financial Services Limited
Registration number 1994/000078/06
("Alacrity" or "the company")
ANNOUNCEMENT AND CAUTIONARY ANNOUNCEMENT
1. Introduction
Quaestor Capital (Proprietary) Limited is authorised to announce that the board
of directors of Alacrity ("the Board") has disposed of 100% of its interest in
two of its wholly owned subsidiaries, namely De Wet De Villiers Brokers
(Proprietary) Limited ("De Wet De Villiers") and ED Paton and Associates
(Proprietary) Limited ("ED Paton") (collectively "the disposals"), pursuant to a
reconstruction and consolidation process embarked upon by the Board.
2. Salient details of the disposals
2.1 De Wet De Villiers
- the effective date is 1 January 2002;
- the purchase consideration is an amount of R4 561 675;
- the purchase consideration will be settled by means of:
* the repurchase by Alacrity of 6 220 792 ordinary shares in the issued
share capital of the company ("the shares") for a nominal aggregate amount of
R1;
* the acquisition of the shares by a designated wholly owned subsidiary of
the company to be held as treasury shares in terms of the Companies Act; and
* payment to Alacrity of R1 587 500 in cash by 31 December 2002, which
amount shall attract interest at the prime overdraft rate after that date; and
* payment to Alacrity of R1 730 018 in cash on the date of signature of the
agreement with regard to the settlement of the inter-company loan account.
the disposal is subject to the relevant statutory and regulatory requirements,
including approval by Alacrity shareholders in general meeting, excluding the
purchasers, who constitute related parties in terms of the Listings Requirements
of the JSE Securities Exchange South Africa ("JSE") by virtue of the fact that
they are directors of De Wet De Villiers.
2.2 ED Paton
- the effective date is 1 July 2002;
- the transaction constitutes a reversal ("the reversal") of the acquisition of
ED Paton by Alacrity on 1 January 2000, at which time the purchase consideration
was settled partly in cash and partly by the issuing of Alacrity shares to the
vendors;
- the transaction consideration is an amount of R3 951 515;
- the reversal will entail:
* the repurchase by Alacrity of 2 812 002 ordinary shares in the issued
share capital of the company ("the shares") for a nominal aggregate amount of
R1;
* the cancellation of the shares;
* payment to Alacrity of R843 000 in cash by 30 June 2003, which amount
shall attract interest at the prime overdraft rate less 2% from 1 July 2003; and
* payment to Alacrity of R1 702 515 in cash with regard to the settlement
of the inter-company loan account upon presentation of the audited accounts of
ED Paton for the period ending 30 June 2002;
the reversal is subject to the relevant statutory and regulatory requirements,
including approval by Alacrity shareholders in general meeting, excluding the
purchasers, who constitute related parties in terms of the Listings Requirements
of the JSE by virtue of the fact that they are directors of ED Paton.
2.3 Financial effects of the disposals
The pro forma effects (for illustrative purposes only) of the disposals on an
Alacrity shareholder based on the financial year ended 31 December 2002, are as
follows:
2.3.1 De Wet De Villiers
Audited Unaudited % change
(Before)1 (After)
(cents) (cents)
Loss per share2 (12.98) (12.28) 5.39%
Headline earnings per share2 1.24 0.84 (32.26)%
Net asset value per share3 0.60 1.15 91.67%
Net tangible deficit per (6.27) (5.72) 8.77%
share3
Notes:
1. Extracted from the audited annual financial statements of Alacrity for the
financial year ended 31 December 2001;
2. Based on:
* a weighted average number of 135 631 000 ordinary shares in issue throughout
the financial year ended 31 December 2001;
* the disposal having been effected on 1 January 2001;
* the 6 220 792 ordinary shares received by Alacrity as part of the disposal
consideration having been sold on 1 January 2001 at 20 cents per ordinary share
("proceeds on the share disposal"); and
* the cash portion of the disposal proceeds and the proceeds on the share
disposal having been invested at an interest rate of 5% per annum after tax;
3. Based on:
* 137 617 727 ordinary shares in issue at 31 December 2001;
* the disposal having been effected on 31 December 2001; and
* the 6 220 792 ordinary shares received by Alacrity as part of the disposal
consideration having been sold on 31 December 2001 at 20 cents per ordinary
share.
2.3.2 ED Paton
Audited Unaudited % change
(Before)1 (After)
(cents) (cents)
Loss per share4 (12.98)2 (14.03)3 (8.09)%
Headline earnings per share4 1.242 1.093 (12.10)%
Net asset value/(deficit) per 0.605 (1.25)6 (308.33)%
share7
Net tangible deficit per (6.27)5 (8.26)6 (31.74%)
share7
Notes:
1. Extracted from the audited annual financial statements of Alacrity for the
financial year ended 31 December 2001;
2. Based on a weighted average number of 135 631 000 ordinary shares in issue
throughout the financial year ended 31 December 2001;
3. Based on a weighted average number of 132 818 998 ordinary shares in issue
throughout the financial year ended 31 December 2001;
4. Based on
* the disposal having been effected on 1 January 2001;
* the 2 812 002 ordinary shares received by Alacrity as part of the disposal
consideration having been cancelled on 1 January 2001; and
* the cash portion of the disposal proceeds having been invested at an interest
rate of 5% per annum after tax;
5. Based on 137 617 727 ordinary shares in issue at 31 December 2001;
6. Based on 134 804 725 ordinary shares in issue at 31 December 2001;
7. Based on:
* the disposal having been effected on 31 December 2001; and
* the 2 812 002 ordinary shares received by Alacrity as part of the disposal
consideration having been cancelled on 31 December 2001.
2.4 Further disposals and cautionary announcement
Shareholders are advised that Alacrity is involved in negotiations with a view
to dispose of certain of its other interests ("the proposed disposals").
Shareholders are accordingly advised to exercise caution when dealing in their
Alacrity securities until a further announcement is made.
2.5 Circular to shareholders
A circular, subject to the approval of the JSE, incorporating details of the
disposals and, if applicable, the proposed disposals, including a notice of
general meeting of shareholders, will be posted to shareholders as soon as the
outcome of the negotiations pertaining to the proposed disposals is known.
Johannesburg
14 August 2002
Corporate advisor and Sponsor
Quaestor Capital (Proprietary) Limited
Date: 14/08/2002 03:56:20 PM Produced by the JSE SENS Department
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