| Thu 8 Apr 2004, 16:36 | | AMENDMENT TO THE TERMS OF THE SPECIFIC ISSUE |
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Jse: Sps
Release Date: 08/04/2004 16:27:20 Code(s): SPS
SPESCOM LIMITED - ADJOURNMENT OF THE GENERAL MEETING OF SPESCOM SHAREHOLDERS AND
AMENDMENT TO THE TERMS OF THE SPECIFIC ISSUE OF SHARES FOR CASH
SPESCOM LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1987/001083/06)
Share code: SPS ISIN: ZAE000017919
("Spescom" or "the Company")
ADJOURNMENT OF THE GENERAL MEETING OF SPESCOM SHAREHOLDERS AND AMENDMENT TO THE
TERMS OF THE SPECIFIC ISSUE OF SHARES FOR CASH
INTRODUCTION
Spescom shareholders are referred to the announcement published in the press on
Monday, 5 April 2004 wherein it was stated that the general meeting of Spescom
shareholders convened to be held at 10:00 on Wednesday, 31 March 2004 ("the
general meeting") was adjourned to 12:00 on Friday, 16 April 2004 in order to
allow the Company time to consider a revised offer received from Vantage Capital
Fund Managers (Pty) Ltd ("Vantage Capital").
The purpose of the general meeting is to consider and, if deemed fit, pass, with
or without modification, the ordinary resolutions required to give effect to the
specific issue of 20 000 000 Spescom shares for cash to Vantage Capital to
enable Vantage Capital to acquire a strategic investment in Spescom of 25.4% of
the entire issued share capital of Spescom ("the specific issue")
AMENDMENTS TO THE SPECIFIC ISSUE
Spescom shareholders are advised that Vantage Capital has increased their offer
to acquire the 20 000 0000 Spescom shares to a purchase consideration of R24
000 000, equivalent to an increased price of 120 cents per share ("revised
offer").
PRO FORMA FINANCIAL EFFECTS OF THE REVISED OFFER
The table below sets out the pro forma financial effects of the revised offer
based on audited historical financial information for the year ended 30
September 2003 assuming that the specific issue had been concluded for income
statement purposes on 1 October 2002 and for balance sheet purposes on 30
September 2003:
Actual Pro Change
"Before" forma %
Note1 "After"
Note 2
Basic earnings per share (cents) 25,1 21,2 (15,7)
Headline earnings per share (cents) 50,4 40,0 (20,6)
Net asset value per share (cents) 60,4 75,5 25,1
Net tangible asset value per share (32,3) 6,4 119,8
(cents)
Number of shares in issue at 30 58,668 78,668 34,1
September 2003 (`000)
Weighted average number of shares in 58,668 78,668 34,1
issue (`000)
Notes:
The "before" financial information has been extracted, without adjustment, from
the audited financial results of Spescom for the year ended 30 September 2003.
The basic and headline earnings per share calculations have been based on the
assumption that the specific issue was implemented on 1 October 2002.
The net asset value and net tangible asset value per share calculations have
been based on the assumption that the specific issue was implemented on 30
September 2003.
In terms of the basic and headline earnings calculations, it has been assumed
that the proceeds of the specific issue amounted to approximately R24 000 000
and was invested on 1 October 2002 in an interest bearing account at an after
tax rate of 8% for the year-ended 30 September 2003.
FORMS OF PROXY
Dematerialised Spescom shareholders (who are not own name dematerialised Spescom
shareholders) who do not wish to attend the general meeting in person and have
already issued their Central Securities Depository Participant ("CSDP") or
broker with their voting instructions are advised that their votes are still
valid. Should such shareholders now wish to change their voting instructions
based on the revised offer, they are requested to contact their CSDP or broker
to furnish them with the necessary authority to attend the general meeting to be
held at 12:00 on Friday, 16 April 2004 at the registered office of Spescom, Cnr
Alexandra Avenue and Second Road, Halfway House, Midrand in person or be
represented thereat by proxy. This must be done in terms of the agreement
entered into between the dematerialised Spescom shareholder and the CSDP or
broker.
Certificated Spescom shareholders and own name dematerialised shareholders who
have already submitted their forms of proxy in respect of the specific issue are
advised that their votes are still valid. Should such shareholders now wish to
amend their votes based on the revised offer they are advised that in order to
do so, they will have to be present to vote in person at the general meeting to
be held at 12:00 on Friday, 16 April 2004 at the registered office of Spescom,
Cnr Alexandra Avenue and Second Road, Halfway House, Midrand.
Midrand
8 April 2004
Corporate adviser and sponsor Independent expert
Investec Bank Limited EY Corporate Finance
(Proprietary) Limited
Legal adviser
Fluxmans Attorneys
Date: 08/04/2004 04:27:23 PM Produced by the JSE SENS Department
