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COMMAND HOLDINGS LIMITED - ACQUISITION OF THE BUSINESS OF MAXI SECURITY
COMMAND HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1999/014759/06)
Share Code: CMA
ISIN Code:ZAE 000023131
("Command")
ACQUISITION OF THE BUSINESS OF MAXI SECURITY
1. INTRODUCTION
Deloitte & Touche Sponsor Services (Proprietary) Limited is authorised to
announce that further to the cautionary announcements dated 28 June 2002 and 16
August 2002 ("cautionary announcements"), Command Protection Services (Gauteng)
(Proprietary) Limited ("Command Protection Services"), a subsidiary of Command,
concluded an agreement to acquire the business of Maigret (Proprietary) Limited
("Maxi Security"), subject to the suspensive conditions set out in paragraph 6
below.
2. NATURE OF BUSINESS
Maxi Security is in the business of security, armed response and alarm
monitoring, utilising technology to enhance the security solution provided to
meet their customers` requirements.
3. ATIONALE FOR THE ACQUISITION
The acquisition of the Maxi Security business complements the existing business
of Command which renders a wide range of security related services.
4. TERMS OF THE ACQUISITION
In terms of the acquisition agreement, the effective date of the acquisition is
1 November 2002.
The purchase consideration of R12 million is to be paid as follows:
* an amount of R4 800 000 on 1 November 2002 in cash; and
* an amount of R7 200 000 in cash or, at the sole discretion of Command
Protection Services, by way of assuming liability as surety, or providing such
alternative security to Maxi Security`s bankers, for Maxi Security`s financial
obligations in respect of the business`s bank overdraft.
5. FINANCIAL EFFECTS OF THE TRANSACTION
PER SHARE Before After Percentage
(cents) (cents) change (%)
Earnings 4,85 5,62 15.88
Headline earnings 4,72 5,94 25.85
Net asset value 0,28 0,28 -
Net tangible asset (4,47) (11,57) (158.84)
value
1. The information in the "Before" column has been extracted from the audited
annual financial statements of Command for the 15 months ended 31 March 2002.
The audited financial information of Maxi Security used in the "After"
calculation relates to the 12 months ended 28 February 2002.
2. The effect on earnings per share and headline earnings per share has been
calculated on the assumption that the acquisition was effective on 1 January
2001. In addition, earnings and headline earnings used in the calculation has
been adjusted for notional interest on the assumption that funds were borrowed
to finance the acquisition, at an after tax rate of 11.2%.
3. The effect on net asset value and net tangible asset value per share has been
calculated on the assumption that the acquisition was effective on 31 March
2002.
4. Net tangible asset value per share after the acquisition is based on the
purchase consideration for Maxi Security of R12 million and its net tangible
asset value at 28 February 2002 of R 4,767 million.
6. SUSPENSIVE CONDITIONS
The acquisition is subject to the following suspensive conditions:
* that the transaction (where applicable) be finally approved by the JSE
Securities Exchange South Africa and/or the Securities Regulation Panel on or
before 31 October 2002;
* that the transaction (where applicable) be finally approved in terms of the
Competition Act, 89 of 1998 of the Republic of South Africa on or before 31
October 2002;
* that the shareholders of Command (where applicable) finally approve this
transaction on or before 31 October 2002; and
* that a successful due diligence investigation be completed on or before 31
October 2002.
7. WITHDRAWAL OF CAUTIONARY ANNOUNCEMENTS
The cautionary announcements are hereby withdrawn.
8. DOCUMENTATION
A circular containing details of the proposed transaction and a notice of
general meeting will be posted to shareholders within 28 days from this
announcement.
Cape Town
1 October 2002
Sponsor to Command Attorneys
Deloitte & Touche Sponsor Webber Wentzel Bowens
Services (Pty) Ltd
(Registration number
1996/000034/07)
Date: 01/10/2002 05:17:00 PM Produced by the JSE SENS Department
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