| Thu 18 Nov 2004, 14:41 | | Disposal Of Assets, Change Of Control, Offer To Mi |
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Bryant - Disposal Of Assets, Change Of Control, Offer To Minorities And
Cautionary
Bryant Technology Limited
(Incorporated in the Republic of South Africa)
(Registration number 1998/011846/06)
CODE BRY ISIN ZAE000015475
(`Bryant` or `the Company`)
- ISSUE OF SHARES FOR CASH;
- DISPOSAL OF ASSETS;
- CHANGE OF CONTROL;
- OFFER TO MINORITIES;
- CHANGES TO THE BOARD OF DIRECTORS;
- PROPOSED ACQUISITION; AND
- CAUTIONARY ANNOUNCEMENT.
Imara Corporate Finance South Africa (Pty) Limited is authorised to announce
that agreements have been entered into regarding Bryant, which result in the
following corporate actions:
Issue of shares for cash
An agreement with Bryant was reached on 4 November 2004 whereby Bevdev CC would
subscribe for 34 000 000 Bryant shares at 0,1 cents per share in an issue of
shares for cash thereby increasing the number of shares in issue from 196 000
000 to 230 000 000 shares. The subscription equates to a holding of 14,78% and
provides working capital for Bryant. The price of 0,1 cents for the issue of
shares was based on a premium in relation to the net asset value of (0,88) cents
per share at 30 June 2004. In terms of the listings requirements of the JSE
Securities Exchange South Africa (`JSE`), this issue will need to be implemented
as a specific issue of shares to be approved at a general meeting of
shareholders.
Disposal of assets
On 4 November 2004, Bryant concluded an agreement to dispose of its entire
information technology business (comprising assets, liabilities and trade names
as a going concern) at book value with effect from 1 July 2004 to Zamori 243
(Pty) Limited for an amount of R243 090 which amount has subsequently been paid
in cash by the purchaser, a company owned by black economic empowerment staff
members of Bryant. The proceeds will be utilised to pay other corporate
creditors accrued to 31 October 2004, resulting in Bryant`s cash resources
amounting to R24 654 as at 9 November 2004.
The directors of Bryant are of the opinion that for Bryant to retain its listing
on the JSE Securities Exchange South Africa (`JSE`) in its current form is not
practicable as the company has been unable to achieve profits for the past five
financial years.
As the disposal has been made at book value, there will be no financial effect
on Bryant`s net assets or net tangible assets. On the assumption that the
disposal took place at the beginning of the financial year ended 30 June 2004,
the loss and headline loss per share of (1,19) cents per share as reflected in
the financial statements for the year ended 30 June 2004 would have reduced by
(1,19) cents per share as a result of the disposal.
The disposal is subject to the approval of the JSE, the Securities Regulation
Panel (`SRP`) and shareholders of Bryant. A circular containing the necessary
resolution to approve the disposal of the major asset of the company, as
described above, will be forwarded to shareholders in due course.
Change of control
On 9 November 2004, Bevdev CC acquired 103 750 000 ordinary shares in the share
capital of Bryant from Mr WJT and Mrs GC Marchant for an amount of R100 000, the
equivalent of 0,0964 cents per share (or R96,39 per 100 000 shares). This
holding represents 52,93% of the issued share capital prior to the
implementation of the issue of shares for cash.
This transaction constitutes an affected transaction in terms of the Securities
Regulation Code on Takeovers and Mergers.
Offer to minorities
The SRP has agreed to waive the requirement for a mandatory offer to be made to
the minority shareholders of the company on the de minimus principle - an offer
to shareholders of 0,1 cents per share being considered too small to be
meaningful.
Changes to the board of directors
Messrs DJA White and JE van der Burgh have been appointed to the board as non-
executive directors with effect from 9 November 2004, while Mr WJT Marchant and
Mrs GC Marchant have resigned as directors with effect from 12 November 2004.
The articles of association of the company indicate that the minimum number of
directors shall be not less than four. Accordingly, the newly appointed
directors will be required to rectify this matter at or before the forthcoming
annual general meeting, whereafter all resolutions taken will require
ratification.
Proposed acquisition
It is the intention that Bryant will acquire assets capable of making profits
and increasing shareholder wealth thereby maintaining its listing on the JSE.
In this regard an agreement has been entered into effective from 9 November 2004
to acquire a majority interest in an open choice capitation based medical scheme
business. This agreement is subject to a number of conditions including inter
alia the completion of a satisfactory due diligence investigation of the assets
to be acquired on or before 30 November 2004, the introduction of a black
economic empowerment partner, the satisfaction of warranties and the fulfilment
of agreements related to the operation of the business contemplated.
The concept of capitation is based on a service provider being paid a fixed
monthly amount for every patient with whom he has made such an arrangement
irrespective of the number of visits by such a patient over a period of a year.
The salient terms of the acquisition agreement include:
A restructure of share capital of Bryant resulting in a consolidation of the
ordinary shares of Bryant (after a specific issue of shares for cash to Bevdev
CC) into approximately 67 000 000 ordinary shares;
The acquisition of a 70% equity interest in Capmed Holdings Ltd for R45,9
million to be settled by the issue of approximately 643 000 000 shares to the
vendors (comprising a consortium consisting of Mr MP Bester, Die Beleggingskamer
Bpk and a black economic empowerment partner as the largest shareholders) at
prices ranging between 5 and 10 cents; and
The shares are to be issued based on warranties for the achievement of profit
before tax for the 2006 and 2007 financial years. In this regard, the listings
requirements of the JSE relating to profit warranties will need to be adhered
to.
Once the due diligence investigation has been completed, a detailed announcement
of the terms and financial effects of the acquisition will be published followed
by the preparation of a circular (inclusive of listings particulars) to
shareholders, all of which documents will be subject to the approval of inter
alia the JSE, the SRP and the shareholders of Bryant. The shareholders are
reminded that an application will need to be made to the JSE for the company to
continue as a listed entity in terms of the listings requirements of the JSE.
It is likely that such an acquisition and the resultant share capital
restructure, if successfully concluded, will have a material effect on the price
at which the company`s securities trade.
Cautionary Announcement
With reference to the negotiations referred to above, shareholders are advised
to exercise caution when dealing in the company`s securities until a further
more detailed announcement is made in this regard.
Johannesburg
18 November 2004
Sponsor:
Imara Corporate Finance South Africa (Pty) Limited
