| Thu 12 Dec 2002, 12:31 | | Dna Supply Chain Investments Limited - Company Ann |
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DNA Supply Chain Investments Limited - Company Announcement
DNA Supply Chain Investments Limited
(Incorporated in the Republic of South Africa)
(Registration number 1987/004875/06)
Share code: DNA ISIN: ZAE000022794
("DNA" or "the Company")
DISPOSAL BY DNA OF SENSORMATIC S.A. (PROPRIETARY) LIMITED, A SPECIFIC SHARE
REPURCHASE AND FURTHER CAUTIONARY ANNOUNCEMENT
1. Introduction
Standard Corporate and Merchant Bank is authorised to announce that DNA has
concluded an agreement, pursuant to which it will dispose of 100% of the issued
ordinary share capital in and all its claims against Sensormatic S.A.
(Proprietary) Limited ("Sensormatic") to Mofin Services (Proprietary) Limited
("Mofin") and Bryan McDermott ("the Purchasers") ("the proposed transaction").
2. Rationale for the proposed transaction
Following a review by DNA of the strategic fit of the various competencies
within its portfolio, it has become clear that the anticipated synergies between
DNA and Sensormatic will not be realised. DNA has, therefore, decided to dispose
of Sensormatic.
3. The purchase consideration
The purchase consideration will be 40 million DNA shares, currently held by
the Purchasers, which shall be transferred to DNA pursuant to a specific
repurchase of shares.
The shares received by DNA will be held in a subsidiary company of DNA as
treasury stock. Consequently, these shares will not be cancelled, nor will the
listing of these shares on the JSE Securities Exchange South Africa ("JSE") be
terminated.
4. Financial effects of the proposed transaction
The table below sets out the financial effects of the proposed transaction on
DNA`s headline earnings per share ("HEPS"), earnings per share ("EPS"), net
asset value ("NAV") per share and tangible NAV ("TNAV") per share for the year
ended 30 June 2002.
Before the After the
proposed proposed
transaction transaction
Notes (cents) (cents) %
HEPS 2 5,3 6,2 17,0
EPS 2 1,8 (0,7) (138,9)
NAV per share 3 39,3 36,7 (6,6)
TNAV per share 3 21,2 17,4 (17,9)
Notes:
1. The HEPS, EPS, NAV per share and TNAV per share "Before the proposed
transaction" have been extracted from the audited results of DNA for the year
ended 30 June 2002.
2. The HEPS and EPS "After the proposed transaction" were calculated on the
assumptions that:
2.1 the proposed transaction was effective on 1 July 2001;
2.2 the purchase consideration comprised 40 million DNA shares, valued at 39c
per share (closing price at 30 June 2002), and therefore amounted to R15.6
million;
2.3 the Sensormatic loan accounts with DNA of R14 972 000 at 30 June 2002 were
written off; and
2.4 the weighted average number of DNA shares in issue for the year ended 30
June 2002 was 620 576 000, after the repurchase of the 40 million DNA shares in
terms of the proposed transaction.
3. The NAV per share and TNAV per share "After the proposed transaction" were
calculated on the assumptions that:
3.1 the proposed transaction was effective on 30 June 2002;
3.2 the purchase consideration comprised 40 million DNA shares, valued at 39c
per share (closing price at 30 June 2002), and therefore amounted to R15.6
million;
3.3 the Sensormatic loan accounts with DNA of R14 972 000 at 30 June 2002 were
written off;
3.4 the DNA shares repurchased will be held as treasury stock and will be
offset against share capital and share premium on consolidation; and
3.5 the number of DNA shares in issue at 30 June 2002 was 624 287 514, after
the repurchase of 40 million DNA shares in terms of the proposed transaction.
5. Related party transaction
Mofin is a material shareholder in DNA and an associate of Richard Pople, the
managing director of Sensormatic and executive director of DNA. Consequently,
the proposed transaction is considered to be a related party transaction in
terms of the Listings Requirements of the JSE.
Accordingly, Mofin, Richard Pople and their associates will be excluded in
determining a quorum at the general meeting and their votes will not be taken
into account in determining the results of the voting at the general meeting.
6. Independent adviser`s opinion
Deloitte & Touche Corporate Finance, acting as an independent adviser to DNA,
has considered the terms and conditions of the proposed transaction and is of
the opinion that they are fair and reasonable to the shareholders of DNA. The
directors of DNA have been advised accordingly and a copy of this opinion will
be included in a circular to DNA shareholders.
7. Important dates and times
The important dates and times with regard to the proposed transaction are set
out below.
2003
Last day to lodge forms of proxy for the general meeting,
by 09:00, on Monday, 13 January
General meeting of shareholders at 09:00, at the office
of the Company, 1st Floor, Building 16, The Woodlands,
Cnr Kelvin and Woodlands Drive, Woodmead, 2199, on Tuesday, 14 January
Results of the general meeting published on the
Securities Exchange News Service ("SENS"), on Tuesday, 14 January
Results of the general meeting published in the
press, on Wednesday, 15 January
Registration of the special resolution, on or about Tuesday, 28 January
Note:
The above dates and times are subject to amendment. Any such amendment will be
published on SENS and in the press.
8. Conditions precedent
The proposed transaction is subject to the fulfilment of the following
conditions precedent:
* that a 75% majority of DNA shareholders, excluding the Purchasers and Richard
Pople, approve the special resolution necessary for the specific share
repurchase by 31 January 2003;
* that a simple majority of DNA shareholders, excluding Mofin, Richard Pople
and their associates, approve the ordinary resolutions necessary to implement
the proposed transaction by 31 January 2003; and
* that the relevant regulatory authorities approve the proposed transaction by
31 January 2003.
9. General meeting and documentation
A general meeting of DNA shareholders will be held for the purposes of
considering, and if deemed fit, approving the resolutions necessary to effect
the proposed transaction. A circular containing full details of the proposed
transaction and the general meeting will be posted to shareholders shortly.
10. Further cautionary announcement
Further to the cautionary announcement dated 31 October 2002, shareholders
are advised that DNA is still in negotiations with a view to introducing a
strategic partner as a shareholder in DNA. As a result, shareholders are advised
to continue to exercise caution when dealing in their DNA shares until a further
announcement is made in this regard.
Sandton
12 December 2002
Merchant bank and sponsor
Standard Corporate and Merchant Bank
(A division of The Standard Bank of South Africa Limited)
(Registration number 1962/000738/06)
Attorneys
Fluxmans Inc.
Registration number 2000/024775/21
Auditors
Deloitte & Touche Chartered Accountants (SA)
Registered accountants and auditors
Independent advisers
Deloitte & Touche
Corporate Finance
Date: 12/12/2002 11:41:50 AM Produced by the JSE SENS Department
