| Thu 31 Oct 2002, 15:26 | | Crux/Time Quantum - Announcement |
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Crux/Time Quantum - Announcement
Crux Technologies Limited Time Quantum Consulting (Gauteng)
(Proprietary) Limited
(Incorporated in the Republic (Registration number 2002/007155/07)
of South Africa) ("Time Quantum (Gauteng)")
(Registration number
1998/012784/06)
("Crux" or "the company")
Share code: CRX
ISIN code: ZAE000015855
ANNOUNCEMENT IN RESPECT OF RESULTS OF GENERAL MEETING, ACQUISITION BY TIME
QUANTUM (GAUTENG) OF A MAJORITY INTEREST IN CRUX AND FIRM INTENTION TO MAKE AN
OFFER TO CRUX MINORITY SHAREHOLDERS
1. Introduction and results of general meeting
Crux shareholders are referred to the announcement published in the press
on Monday 22 April 2002, in which details of the disposal of the contracting
business of Crux Information Technologies (Proprietary) Limited ("the disposal")
were included, and the circular posted to Crux shareholders on 16 October 2002
containing full details of the disposal and convening a general meeting of Crux
shareholders ("the general meeting").
The ordinary resolution regarding the disposal was unanimously approved at
the general meeting held on 31 October 2002.
2. The disposal, the alternative offer and the consent of the Board of
directors of Crux
In terms of the disposal a consortium comprising Jeff Zafiropolous, Wilma
Cloete and Mantis Projects (Proprietary) Limited ("the Mantis Consortium") and
its subsequent nominee being Time Quantum (Gauteng) are to acquire the business
referred to in paragraph 1 above.
Time Quantum (Gauteng) has, subsequent to 16 October 2002, agreed to
acquire 19 509 487 (being 10,5% of Crux shares in issue, net of treasury shares)
and conditionally acquired 30 523 960 (being 16,5% of Crux shares in issue, net
of treasury shares)Crux shares from various Crux shareholders at a price of 5
cents per share, ("the acquisitions") and proposed an alternative offer to Crux
minority shareholders ("the alternative offer") on 30 October 2002.
In light of the alternative offer, the independent members of the board
consulted with the Securities Regulation Panel regarding Crux`s obligation to
shareholders. Accordingly, Crux and Time Quantum (Gauteng), on 30 October
2002, amended the agreement for the disposal, such that the disposal will only
proceed should the alternative offer fail. Accordingly, Crux shareholders
still voted on the disposal at the general meeting held on 31 October 2002 and
such resolution will be held in abeyance pending the success or otherwise of the
alternative offer.
3. Terms of the alternative offer
In terms of the Securities Regulation Code on Takeovers and Mergers ("the
code"), the acquisitions constitute an affected transaction and a mandatory
offer to the minority shareholders of Crux will be required should the
acquisitions become unconditional.
Notwithstanding the anticipated requirement of a mandatory offer, the
alternative offer is being made by Time Quantum (Gauteng) to Crux minority
shareholders to acquire the remaining minority Crux shares, excluding the shares
held by Jeff Zafiropolous and Wilma Cloete. In terms of the alternative offer
Crux minority shareholders may elect to receive an offer consideration equal to:
- 5 cents per Crux share held ("the cash offer"); or
- 4 cents per Crux share held together with an amount equal to each
shareholder`s deemed pro rata share of 50% of the net proceeds that may be
received by the company from its current litigation against the Premier,
Mmpumalanga and others ("the litigation") under Case No.: 22610/2002 in the
Transvaal Provincial Division of the High Court of South Africa ("the
combination offer").
In terms of Rule 2.3.2(b) of the code, Time Quantum (Gauteng) must confirm to
the Securities Regulation Panel that Time Quantum (Gauteng) has sufficient
resources available to satisfy its obligations in terms of the alternative
offer.
Subsequent to implementation of the alternative offer, it is the intention of
Time Quantum (Gauteng) to delist Crux from the JSE Securities Exchange South
Arica ("the JSE"). In the event that acceptances are received in respect of the
alternative offer for 90% or more of the Crux shares held by the Crux minority
shareholders, Time Quantum (Gauteng) intends to invoke the provisions of S440K
of the companies Act, Act 61 of 1973, as amended, to compulsorily acquire any
Crux shares in respect of which the alternative offer is not accepted.
4. Conditions precedent
The disposal, the acquisitions and the alternative offer are conditional
upon the approvals of the JSE, the Securities Regulation Panel and the
Competition Commission, as necessary.
Should any of the conditions precedent not be met, or if Time Quantum
(Gauteng) fails to submit the requisite documentation to the Competition
Commission on or before 18 November 2002, the alternative offer will be deemed
to have failed and the disposal will be implemented.
5. Financial effects of the alternative offer on Crux shareholders
Before After After cash Change After Change
the the Offer the
Disposal disposal 3(cents) % combinat %
1(cents) 2(cents) ion
offer
4(cents)
(Loss) 1 -20.3 -4.6 1.80 - 1.95 -
Earnings per
share
Headline 2 -19.6 -3.9 1.80 - 1.95 -
(loss)
earnings per
share
Net 3 -5.5 3.0 5.0 66.8% 5.4 81.2%
(deficit)
asset value
per share
Tangible 4 -5.6 3.0 5.0 66.8% 5.4 81.2%
(deficit)
net asset
value per
share
Notes
1. The amounts in the "Before disposal" column are based on the unadjusted
published reviewed results of Crux for the year ended 31 May 2002. An amount of
R1,2 million relating to the restructuring costs has been added back for
headline earnings.
2. The amounts in the "After the disposal" column have been calculated as
follows:
* loss per share and headline loss per share on the assumptions that the
disposal had been effected on 1 June 2001 and the proceeds had been invested at
9% per annum less taxation thereon; and
* net asset value and tangible net asset value on the assumptions that the
disposal had been effected on 31 May 2002 and based on proceeds of R15 million
plus an amount of R491 000 for fixed assets.
3. The amounts per the "After cash offer" column have been calculated as
follows:
* earning per share and headline earnings per share are based on the assumption
that the proceeds of the cash offer were invested at 9% per annum less taxation
at 40% thereon; and
* net asset value and tangible net asset value are based on an offer
consideration of 5 cents per share.
4. The amounts per the "After the combination offer" column have been
calculated as follows:
* earning per share and headline earnings per share are based on the assumption
that the proceeds of the cash offer were invested at 9% per annum less taxation
at 40% thereon; and
* net asset value and tangible net asset value are based on an offer
consideration of 4 cents per share as well as 50% of the net proceeds from the
litigation. These amounts have been based on net proceeds from the litigation
of R5 million.
6. Opinions and recommendation
The independent directors of Crux have considered the terms of the
alternative offer and are of the opinion that they are fair and reasonable to
the shareholders of Crux. Titi Kekana, one of the independent directors of
Crux has indicated that he will accept the cash offer.
Barnard Jacobs Mellett Corporate Finance (Proprietary) Limited has been
appointed by Crux as independent advisers to the Board of Crux for the Board to
consider and advise Crux minority shareholders on the terms of the alternative
offer. The opinion letter prepared by Barnard Jacobs Mellett Corporate Finance
(Proprietary) Limited will be included in the offer circular to be sent out to
Crux shareholders.
7. Documentation
The offer circular, which is subject to approval by the JSE and the SRP,
will be posted to Crux shareholders within 28 days and will remain open for a
further 14 days upon receipt of approval, as far as may be necessary, from the
Competition Commission.
A further announcement detailing the salient dates will be published on
SENS and in the press.
Midrand
31 October 2002
Sponsor Corporate advisor
Grant Thornton Kessel Feinstein
Corporate Sponsors (Proprietary) Brait Advisory Services Limited
Limited
Legal advisor Independent advisor
Webber Wentzel Bowens Barnard Jacob Mellet Corporate
Finance
Corporate advisors to Time Attorneys to Mantis Consortium
Quantum (Gauteng)
Malinicks Inc
PricewaterhouseCoopers Corporate
Finance (Proprietary) Limited
DP Cohen Consulting (Proprietary)
Limited
Date: 31/10/2002 03:20:00 PM Produced by the JSE SENS Department
