| Tue 24 Dec 2002, 9:47 | | CSH - ISSUE OF SHARES FOR CASH AND DEALINGS IN SEC |
|
CS Computer Services Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1996/015131/06)
Share code: CSH
ISIN code: ZAE 000022034
("CSH" or "the company")
ISSUE OF SHARES FOR CASH AND DEALINGS IN SECURITIES BY DIRECTORS
Introduction
Shareholders are referred to the agreement with Worldwide African Investment
Holdings (Proprietary) Limited ("WAIH"), details of which were fully set out in
a circular to shareholders dated 18 December 2001 ("the agreement"), in terms of
which:
- CSH acquired the entire issued share capital of, and all shareholders`
claims, on loan account against Argil Holdings (Proprietary) Limited ("Argil");
and
- WAIH agreed to acquire in aggregate, a 25% shareholding in CSH by 30 June
2002, which date was subsequently extended by CSH to 31 December 2002.
In settlement of the initial purchase consideration for Argil of R30,5 million,
WAIH received an approximate 12% strategic shareholding in CSH. Therefore in
order to achieve the required 25% shareholding in CSH:
- WAIH has purchased 12 542 036 CSH shares from institutions and individuals
through the market (constituting 5.1% of CSH`s issued share capital); and
- Pursuant to the agreement, WAIH has been issued 20 000 000 new CSH shares
(constituting 8% of CSH`s issued share capital), for cash ("the cash issue"),
at a subscription price equal to 95% of the 14-day volume weighted CSH share
price at the agreed date, being 85 cents per CSH share.
The IT industry presents numerous consolidation opportunities and the increase
in the issued shares of CSH will strengthen the balance sheet of CSH, giving CSH
the opportunity to participate when these consolidations may arise.
Financial effects of the cash issue
The pro forma financial effects of the cash issue on the company`s earnings per
share, headline earnings per share, net asset value per share and net tangible
asset value per share for the year ended 30 June 2002, based on the assumptions
set out below, are as follows:
Audited Pro %
Before forma Change
After
Net asset value per share 79,86 81,42 1,95
(cents)
Net tangible asset value per 39,43 44,54 12,96
share (cents)
Headline earnings per share
(cents) 21,74 20,88 (3,96)
Basic 19,84 19,22 (3,12)
Fully diluted
Earnings per share (cents)
Basic 11,94 12,02 0,67
Fully diluted 10,90 11,06 1,47
Weighted average number of 189 753 209 753
shares in issue (000`s)
Fully diluted number of 207 902 227 902
shares (000`s)
Notes:
The pro forma financial effects of the cash issue have been calculated with due
regard for the following assumptions:
- the "before" figures are based on the audited results for the year ended 30
June 2002;
- the R17 000 000 received in terms of the cash issue earned interest at a rate
of 15% for the year to 30 June 2002 - no tax was applicable;
- for purpose of calculating the net asset value per share and net tangible
asset value per share it was assumed that the cash issue had been implemented on
30 June 2002;
- for the purpose of calculating the earnings per share and headline earnings
per share it was assumed that the cash issue was effected on 1 July 2001;
- the headline earnings per share and earnings per share calculations are based
on the fully diluted and weighted average number of shares in issue;
- the net asset value per share and net tangible asset value per share
calculations are based on the actual number of shares in issue.
Listing of the new CSH shares
The 20 000 000 new CSH shares issued to WAIH have been listed on the JSE
Securities Exchange South Africa ("JSE") from the commencement of business on 19
December 2002.
Dealings in securities by directors
The directors named below have sold a portion of their CSH shareholding to WAIH
at the negotiated levels in order for WAIH to obtain the necessary shareholding
in CSH. These shares form part of the 12 542 036 CSH shares acquired by WAIH
through the market and in compliance with paragraphs 3.72 - 3.75 of the JSE
Listings Requirements, details in regard thereto are set out below:
Director Annette van der Laan Dave Vink Makhuparetja Nyama
Date of 23 December 2002 23 December 2002 23 December 2002
transaction
Class of Ordinary shares Ordinary shares Ordinary shares
security
Nature of Sale Sale Sale
transaction
Number of 1,000,000 450,000 141,177
shares
Selling price R0,88 R0,88 R0,88
Nature of Indirect/Beneficial Direct/Beneficial Direct/Beneficial
interest
Johannesburg
23 December 2002
JOINT SPONSORS
Barnard Jacobs Mellet Gensec Bank Limited
Corporate Finance
(Proprietary) Limited
Date: 24/12/2002 07:22:48 AM Produced by the JSE SENS Department
