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GLENRAND M.I.B. LIMITED - DISPOSAL OF PROTECTOR GROUP HOLDINGS (PROPRIETARY)
LIMITED ("PROTECTOR") TO A BEE CONSORTIUM
GLENRAND MIB LIMITED
(Registration number 1997/0080001/06)
(Incorporated in the Republic of South Africa)
ISIN Number: ZAE000018529
Share Code: GMB
("Glenrand MIB" or "the company")
DISPOSAL OF PROTECTOR GROUP HOLDINGS (PROPRIETARY) LIMITED ("PROTECTOR") TO A
BEE CONSORTIUM
1. Introduction
Further to the announcements made on 3 September and 16 October 2003,
shareholders of Glenrand MIB are advised that Glenrand MIB has concluded an
agreement in principle to dispose of its investment in Protector for R50
million to a black economic empowerment consortium, TradeWorx ("the BEE
consortium").
2. Terms Of The Disposal
Glenrand MIB will dispose of its entire 65% shareholding in Protector. The
BEE consortium will acquire 51% of the equity in Protector, and Protector
management will acquire the balance. The acquisition will be financed by
the Industrial Development Corporation.
The disposal will become effective upon fulfilment of the conditions
precedent detailed in 7 below.
The purchase consideration of R50 million will be received in cash upon
fulfilment of the conditions precedent detailed in 7 below. In addition to
the purchase consideration, Glenrand MIB will be released from guarantees
provided in respect of overdraft facilities in the amount of R32 million
and in respect of a purchase obligation relating to business acquisitions
in the amount of R30 million.
3. Nature Of Business Of Protector
Protector is a comprehensive healthcare solutions provider, offering
medical scheme administration (through Protector Health and Eyethumed) and
healthcare service delivery through a variety of channels, including
hospitals, pharmacies and primary acute care facilities.
4. Rationale For The Disposal
The disposal has been effected in terms of Glenrand MIB"s strategic view
that the healthcare operations of Protector do not fit strategically and
are not considered part of Glenrand MIB"s core focus. Furthermore, in
assessing Protector"s future prospects, it was felt that Protector would
benefit significantly by having a credible empowerment shareholder. To
this end, it was decided to sell Glenrand MIB"s equity stake in Protector.
5. Application Of Sales Proceeds
The consideration will be utilised for possible acquisitions that match the
group"s strategic focus.
6. Financial Effects
Based on the audited financial statements of Glenrand MIB for the year
ended 30 June 2003, the pro forma financial effects of the disposal on
Glenrand MIB"s earnings, headline earnings, net asset value ("NAV") and
tangible NAV per share are set out below. The pro forma financial
information has been prepared for illustrative purposes only and because of
its nature may not give a true picture of Glenrand MIB"s financial position
and results of operations.
Per Glenrand MIB share Before After Percentage
(cents) the the change
disposal disposal
(1) (2)
Earnings (3) 36.1 37.4 (6) 3.6%
Headline earnings (4) 33.2 35.2 (6) 6.0%
NAV (5) 95.0 91.2 (7) (4.0)%
Tangible NAV (5) 85.5 84.3 (7) (1.4)%
Notes
1. Based on the audited financial statements of Glenrand MIB for the year
ended 30 June 2003.
2. Based on the assumption that the disposal was effected on 1 July 2002
for income statement purposes and on 30 June 2003 for balance sheet
purposes.
3. Based on a weighted average of 238,0 million shares in issue for the
year ended 30 June 2003.
4. Based on a fully diluted weighted average of 238,3 million shares in
issue at 30 June 2003.
5. Based on 238,5 million shares in issue on 30 June 2003.
6. Earnings and headline earnings have been adjusted for, inter alia,
after-tax interest of 7.7% on the proceeds of R50 million received and
the profit after tax of R1 million generated by Protector for the year
ended 30 June 2003. Headline earnings have further been adjusted by R2
million being headline earnings reconciling items relating to
Protector for the year ended 30 June 2003.
7. Based on the tangible NAV attributable to Protector of R59 million at
30 June 2003.
7. Conditions Precedent
The disposal is conditional upon, inter alia, the conclusion of a binding
agreement and regulatory approval, including approval by the Competition
Board.
8. Withdrawal Of Cautionary Announcement
Further to the above, shareholders are advised that they no longer need to
exercise caution when dealing in Glenrand MIB"s shares.
Johannesburg
26 November 2003
Investment bank and sponsor:
Nedbank Corporate
Date: 26/11/2003 09:30:04 AM Produced by the JSE SENS Department
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