| Fri 19 Sep 2003, 17:46 | | Disposal of interest in Trans African Concessions |
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Basil Read Holdings Limited -
(Pty) Limited
Basil Read Holdings Limited
(Registration number 1984/007758/06)
Share code: BSR
ISIN number: ZAE000029781
("Basil Read Holdings" or "the company")
Disposal of interest in Trans African Concessions (Pty) Limited
1. Introduction
Further to the cautionary announcement dated 10 September 2003, shareholders are
notified that Basil Read (Pty) Limited ("Basil Read"), a wholly-owned subsidiary
of Basil Read Holdings, has entered into an agreement ("the agreement") with the
South Africa Infrastructure Fund, Old Mutual Life Assurance Company of South
Africa Limited and CDC Group Plc ("the purchasers"), relating to the disposal by
Basil Read of its holding of 47 325 275 ordinary shares in Trans Africa
Concessions (Pty) Limited ("Trac") to the purchasers ("the disposal").
Similarly, Bouygues Travaux Publics SA ("BYTP"), a wholly-owned subsidiary of
Bouygues Construction SA, Basil Read Holdings" ultimate controlling shareholder,
has entered into the same agreement with the purchasers for the disposal of its
47 325 275 ordinary shares inTrac to the purchasers. The main business of Trac
is the implementation of the concession contract, dated 5 May 1997, entered into
between Trac, the Republic of Mozambique, the Republic of South Africa and the
South Africa Roads Board, in respect of the N4 Maputo Corridor Project.
2. Terms of the disposal
Basil Read will dispose of its interest in Trac to the purchasers for an amount
of R78 million ("the disposal consideration"), payable in cash on the 20th
business day following the fulfilment of the conditions precedent. The disposal
will be effective following receipt of the disposal consideration. Should the
Rand/Euro exchange rate on the day following the fulfilment of the conditions
precedent be 10% weaker than the rate ruling on 8 July 2003, BYTP shall be
entitled to unilaterally terminate the agreement. Warranties, normal for a
transaction of this nature, have been given by Basil Read and BYTP to the
purchasers. The transaction is subject to the fulfilment of, inter alia, the
following conditions precedent:
- the approval, in writing, by specified parties, of the transaction and the
written release by such parties of Basil Read and BYTP from any future
obligations to them in terms of the Trac shareholders" agreement dated 12
December 1997;
- approval of the disposal by the shareholders of Basil Read Holdings in general
meeting. In this regard, BYTP and parties related to BYTP, holding an
approximate 70% interest in Basil Read Holdings, have irrevocably undertaken to
vote in favour of the resolutions necessary to implement the disposal; and
- approval by the JSE Securities Exchange South Africa ("the JSE"), the
Competition Authority, the Reserve Bank of South Africa and any other regulatory
approvals, if necessary.
3. Rationale for the disposal
The company"s investment inTrac is regarded as non-core and therefore the
board"s decision to dispose of this investment is thought to be in the best
interests of shareholders. The disposal consideration will immediately be
utilised to settle the company"s interest-bearing debt.
Further, the disposal consideration will provide for the necessary financial
resources to invest in other long-term projects of a similar nature.
4. Financial effects of the disposal
Set out in the table below are the pro forma financial effects of the disposal
based on Basil Read Holdings" interim results for the six months ended 30 June
2003. The pro forma financial effects have been prepared for illustrative
purposes only to provide information on how the disposal may have impacted on
the results and financial position of Basil Read Holdings. Because of their
nature, the pro forma financial effects may not give a fair reflection of Basil
Read Holdings" financial position after the disposal or the effect on future
earnings.
Before the After the Percentage
disposal1 disposal change
Note (cents) (cents) (%)
Earnings per share 2 6,33 70,68 1016
Headline earnings per share 2 4,55 15,89 249
Net asset value per share 3 117,18 170,20 45
Note:
1. Extracted from the unaudited interim results of Basil Read Holdings for the
six months ended 30 June 2003.
2. Earnings and headline earnings per share are based on the following
assumptions:
- the disposal was effective 1 January 2003;
- the disposal consideration was utilised to settle interest-bearing debt
attracting interest at a rate of 16% per annum;
- a tax rate of 30%; and
- 55 100 000 shares in issue during the period.
3. Net asset value per share is based on the following assumptions:
- the disposal was effective 30 June 2003; and
- 55 100 000 shares in issue at 30 June 2003.
5. Documentation
A circular, which is subject to the approval of the JSE, will be sent to
shareholders in the next 28 days. The circular will contain details of the
disposal and will incorporate a notice of general meeting to Basil Read Holdings
shareholders.
Johannesburg
19 September 2003
Sponsor and corporate advisor
Bridge Capital
Reporting accountants and auditors
PricewaterhouseCoopers
Corporate Finance (Pty) Ltd
(Registration number 1970/003711/07)
Date: 19/09/2003 05:30:04 PM Produced by the JSE SENS Department
