| Thu 22 Aug 2002, 0:00 | | The Laser Group Limited - Announcement Regarding T |
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The Laser Group Limited - Announcement regarding the disposal of substantial
portions of Laser`s property portfolio and withdrawal of cautionary announcement
The Laser Group Limited
(Incorporated in the Republic of South Africa)
(Registration number 1971/010431/06)
(Share code: LSR ISIN: ZAE000017166)
("Laser" or "the Company")
Announcement regarding the disposal of substantial portions of Laser`s property
portfolio and withdrawal of cautionary announcement
1. Introduction
Further to the statement contained in Laser`s preliminary audited results for
the 12 months ended 31 March 2002, published on 6 June 2002, and the further
cautionary announcement published on 8 August 2002, ABSA Corporate and Merchant
Bank is authorised to announce that written agreements have been concluded ("the
disposal agreements") in terms of which Laser has agreed to dispose of, through
two of its wholly owned subsidiaries ("the sellers"), as separate going
concerns, substantial portions of its property portfolio ("the disposal") to
Growthpoint Properties Limited ("Growthpoint"), a company listed in the "Real
Estate" sector of the JSE Securities Exchange South Africa ("JSE") lists,
subject to the conditions precedent set out in paragraph 8 below. The disposal
incorporates nine individual properties ("the properties") and the rights and
obligations under the leases (collectively, "the enterprises").
2. The properties
The properties subject to the disposal are: Erven 2 & 3, Commercia, Midrand; Erf
64, Commercia, Midrand; Erf 65, Commercia, Midrand; Erf 66, New Brighton; Erf
203, Silvertondale; Erf 1007, Clayville, Midrand; Erf 12802, Kimberley
Industria; Erf 32549, Epping and Rem Lot 3686, Isipingo.
3. Rationale for the disposal
The properties originated from removals businesses previously operated by Laser
and disposed of in 1999. Laser retained the properties and the rights and
obligations under the leases. Laser`s core business is the provision of
outsourced logistics and human resource services. Investment property ownership
is not core to Laser`s business and the intent to dispose of the properties has
been communicated previously.
4. Consideration for, book value and profitability of the enterprises
4.1 The consideration payable by Growthpoint for the enterprises is R50,3
million ("the disposal consideration") to be settled in cash on transfer of the
properties. Laser will apply the disposal consideration to settle the
outstanding balances on the mortgage bonds relating to the properties ("the
mortgage bonds"). The remainder will be used in the best interests of the
Company.
4.2 The book value of the properties at 31 March 2002, determined with
reference to their open market value at that date, is R49,7 million.
4.3 The enterprises generated a pre-tax rental profit of R7,4 million for the
year ended 31 March 2002.
5. Salient terms of the disposal agreements
5.1 Should the disposal of any one property not occur for any reason
whatsoever, either Laser or Growthpoint may elect to cancel the disposal.
5.2 Transfer of the properties shall be effected as soon as is practically
possible after the fulfillment of the conditions precedent set out in paragraph
8 below.
6. Financial effects of the disposal
The table below sets out the pro-forma financial effects of the disposal on
Laser`s earnings per share ("EPS") and headline earnings per share ("HEPS"):
Actual Pro forma
Not Before After
e
the the Chang
disposal disposal e
(cents)(1 (cents) (%)
)
EPS
2 41.3 37.6 (9.0)
HEPS
2 67.5 61.5 (8.9)
Notes:
1. The "Before the disposal" column reflects EPS and HEPS as extracted from
the audited financial results of Laser for the year ended 31 March 2002.
2. The "After the disposal" EPS and HEPS calculations assume the following:
- the disposal had been effected on 1 April 2001;
- the disposal consideration was utilised to settle the outstanding
balances on the mortgage bonds at 1 April 2001 of R22,1 million,
resulting in an interest on mortgage saving of R2,43 million, pre-tax;
the remaining disposal consideration of R28,2 million was invested at
a pre-tax effective rate of 9,98% per annum;
- a company tax rate of 30%; and
- no capital gains tax will be payable on the disposal.
3. The impact on the net asset value and net tangible asset value of Laser is
immaterial.
7. Undertakings
Laser has received undertakings from various Laser shareholders, including
Commercial Finance Company Limited and various Laser directors and management
who are also shareholders, comprising collectively 50,2% of the votes attaching
to Laser`s issued share capital, to vote in favour of the disposal in general
meeting convened for that purpose.
8. Conditions precedent
The disposal is conditional upon the fulfillment of the following conditions
precedent:
8.1 obtaining the necessary regulatory approvals, including but not limited to
the JSE`s approval of the relevant documentation;
8.2 the approval of the disposal by Laser shareholders in general meeting;
8.3 the sellers passing resolutions, in terms of section 228 of the Companies
Act, 1973 (Act 61 of 1973), as amended, ratifying the disposal; and
8.4 the placing of statutory advertisements regarding the disposal in terms of
Section 34 of the Insolvency Act, Act 24 of 1936, as amended ("Section 34"),
("the advertisements"), and
8.4.1 every liquidated liability of the enterprises which falls due in terms
of Section 34(2) and which arose prior to the expiration of the 30-day
period reckoned from the last day on which the advertisements are
published in terms of Section 34 ("the expiration date"), being paid
in full or satisfactory arrangements being concluded by the sellers
with the creditors of the enterprises for payment thereof, prior to
the expiration date, and
8.4.2 the sellers not being placed into liquidation (whether provisionally
or finally) during the aforesaid 30-day period.
9. Documentation
A circular, containing full details of the disposal and convening a general
meeting to consider and, if deemed fit, approve the resolutions relating to the
disposal, shall be posted to shareholders on or about Monday, 9 September 2002.
10. Withdrawal of cautionary announcement
Shareholders are referred to the statement contained in Laser`s preliminary
audited results for the 12 months ended 31 March 2002, published on 6 June 2002,
and the further cautionary announcement published on 8 August 2002 and are
advised that, as a result of the announcement of the disposal, caution is no
longer required while dealing in Laser shares.
Cape Town
22 August 2002
Transaction sponsor and Legal advisor
corporate advisor
Absa Corporate and Merchant Bernadt Vukic Potash & Getz
Bank
Corporate Finance
Reporting accountants
Moores Rowland
Date: 22/08/2002 01:08:58 PM Produced by the JSE SENS Department
