| Wed 16 Mar 2005, 11:44 | | Alliance Data Corporation Abridged Prospectus |
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Alliance Data Corporation Limited - Abridged Prospectus
ALLIANCE DATA CORPORATION LIMITED
(Incorporated in the Republic of South Africa)
(Registration Number: 1997/013402/06)
JSE code: ACD
ISIN: ZAE000065165
(`ADC` or `the company`)
ABRIDGED PROSPECTUS
Listing of ADC ordinary shares (`shares`) on the JSE Securities Exchange South
Africa (`JSE`).
Warning: The listing of the ordinary shares in the company is on the AltX.
Shareholders are advised of the risks of investing in a company listed on the
AltX. Shareholders are advised that the JSE does not guarantee the viability or
the success of a company listed on the AltX. In terms of the JSE Listings
Requirements a designated advisor has to be retained by the company. The
designated advisor is required to, inter alia, attend all board meetings held by
the company to ensure that all JSE Listings Requirements and applicable
regulations are complied with, approve the financial director of the company and
guide the company in a competent, professional and impartial manner. If the
company fails to retain the designated advisor it must make arrangements to
appoint a new designated advisor within 10 business days, failing which the
company faces suspension of trading of its securities. If a designated advisor
is not appointed within 30 days of its suspension the company faces the
termination of its listing without an offer to minority shareholders. This
abridged prospectus is not an invitation to the public to subscribe for shares
in ADC, but is issued in compliance with the Listings Requirements of the JSE
for information purposes only. The information in this abridged prospectus has
been extracted from a full prospectus issued by ADC on 15 March 2005 (`the
detailed prospectus`), which is available as set in paragraph 8. At the date of
listing the authorised share capital of ADC comprises 200 million shares with a
par value of 0.1 cents each, of which, after a private placement of 2.5 million
shares at 100 cents per share (`the placement`), 22.5 million shares will be in
issue.
1. INTRODUCTION
Since the early 1990`s, the IT sector has developed computer software solutions
which have promised businesses greater cost-efficiencies which did not
materialise. These factors, along with the downturn in the global economy
resulted in the postponement of IT procurement projects over the last 4 years, a
factor that has accelerated the consolidation of the IT industry as a whole.
Market demand for innovative, cost-effective solutions provided the opportunity
for ADC to create modularised computer software solutions which enable customers
to enhance their existing IT infrastructure - an approach that benefits both the
owners of legacy systems and customers requiring a simpler version of expensive
computer solutions software.
2. GENERAL HISTORY OF THE COMPANY
ADC was incorporated as a private company on 13 August 1997 and has been
converted to a public company on 9 December 2004. The company commenced trading
in 2001when the founder members identified the opportunity to market a modular,
open source computer software application, which caters for HR/Payroll and
materials management systems for the mining industry. ADC`s specialised
business knowledge in the mining and manufacturing sectors has allowed it to
expand on its core IT solutions in order to provide comprehensive, integrated
computer software solutions to its customers. ADC now employs more than 49 IT
professionals with offices in Mpumalanga, the Free State and the Western Cape.
The company has expanded its product range to provide T&A computer software
solutions that enable its customers to pay employees on a time and materials
basis, a functionality highly sought after in the mining industry. The
development of additional functionalities in the T& A ambit of its product range
has continued, which has resulted in ADC being recognised as the provider of the
most effective T&A computer software solution in the mining industry.
ADC launched its mobile solutions division in September of 2003, which has
allowed it to expand on the capability of its existing range of products. The
successes that ADC has experienced with its T&A products generated initial
interest for its mobile computer software solutions, as these solutions were
offered to customers making use of T&A products as a method of expanding their
IT functionality. The company is currently involved with projects that could
position ADC to offer underground mobile solutions. The mobile solutions
division has also received enquiries from a number of industries as diverse as
the courier, vehicle rental, life insurance, and retail industries.
3. NATURE OF BUSINESS
ADC specialises in software supply and development and focuses on the
development, installation and support of HR, payroll and T&A computer software
solutions for customers within the mining industry. ADC`s HR / payroll computer
software solution evolved from a mainframe based solution using tools such as
Natural and Adabas, which has been adapted to ensure that it operates in an open
systems environment, a prerequisite for the provision of cost effective IT
solutions. The ADC suite of products has been developed over the past 25 years,
with the most recent changes and adaptations ensuring a modular approach and
capabilities that provide its customer base with state-of-the-art solutions.
The computer software solutions that have been designed by ADC focus on four key
areas:
- HR / Payroll solutions;
- T&A / Access Control;
- Materials Management, and
- Biometric security.
In addition, ADC has increased its product range by developing mobile computer
software solutions which add value to the existing product range by extending
its customers` IT reach through a mobile solutions product, by providing a
payroll bureau service and through a strategic partnership with Mainpac, an
Australian company whose software provides Planned Maintenance applications to
the ADC suite of products.
ADC`s consulting services focus not only on offering IT consultative
services but also include recruitment and placement of various resources.
Customers can either hire these resources from ADC or request that ADC source
individuals for permanent placement.
4. FINANCIAL INFORMATION AND PROFIT FORECASTS
The consolidated income statement for the period ended 28 February 2004, the
reviewed income statement for the 6 months ended 31 August 2004 and the profit
forecast for the years ending 28 February 2005 and 2006 are as follows:
Audited Reviewed Forecast Forecast
year ended 6 months for the for the
28 February ended year ending year ending
2004 31 August 28 February 28 February
2004 2005 2006
R R R R
Revenue 17,601,357 9,925,046 20,593,588 24,094,498
Operating 3,742,754 2,652,073 5,255,603 6,925,057
profit
Interest 88,494 33,264 77,861 187,500
received
Finance (3,433) (500) (1,000) (4,264)
charges
Profit before 3,827,815 2,684,837 5,332,464 7,108,294
taxation
Taxation (1,148,344) (347,788) (1,599,739) (2,132,488)
Attributable 2,679,471 2,337,049 3,732,725 4,975,806
earnings
Weighted 20,000# 20,000# 20,208 22,500
average
shares in
issue (`000)
Headline 13.4 11.7 18.5 22.1
earnings per
share (cents)
Earnings per 13.4 11.7 18.5 22.1
share (cents)
Note:
# For illustrative purposes the weighted average shares in issue is 20,000,000
The net asset value as at 28 February 2004 is follows:
Net asset value per share (cents) 151
Net tangible asset value per share (cents) 24
5. DIRECTORS, COMPANY SECRETARY AND REGISTERED OFFICE
5.1 The board of directors of the company are:
Director Age Qualification Address
Eugene Anthony de Kok 47 51 Shannon Road,
Noordheuwel,
1740
Connie Margret
van Nieuwkerk 35 B.Comm, 51 Shannon Road,
B. Comm (Hons) Noordheuwel
CA(SA) 1740
Michael Johannes Garbers 52 B.Sc, 51 Shannon Road,
Dip.Datametrics Noordheuwel,
1740
Haroon Lachporia 41 B.Compt., 3 Kei Road
B. Compt. Hons (CTA), Emmarentia,
MBA Cum Laude (GIBS), 2195
All directors are South African.
5.2 The company secretary is:
Connie Margret van Nieuwkerk
B. Comm, B. Comm (Hons), CA(SA)
51 Shannon Road, Noordheuwel, 1740
(PO Box 640, Krugersdorp, 1740)
5.3 The registered office of the company is:
51 Shannon Road, Noordheuwel, 1740
(PO Box 640, Krugersdorp, 1740)
6. THE PLACEMENT
The placement will not been underwritten and is not subject to a minimum
subscription, being achieved.
Details of the placement are as follows:
Offer price per share (cents) 100
Number of shares offered in terms of
the placement 2 500 000
Total capital to be raised before expenses R 2 500 000
The opening and closing dates of the private placement is as follows:
2005
Opening date of the placement (09:00) Wednesday, 16 March
Closing date of the placement (12:00) Wednesday, 23 March
Anticipated listing date of `ADC` on
AltX (09:00) Wednesday, 30 March
These dates are subject to change at the discretion of the company. Any changes
will be announced on SENS.
7. LISTING ON THE JSE
The JSE has approved the listing of 22.5 million shares on AltX with effect from
the commencement of business on Wednesday 30 March 2005. The shares will trade
under the abbreviated name ADC CORP and the JSE code ACD.
8. COPIES OF THE PROSPECTUS
Copies of the full prospectus, in English, may be obtained, at the following
addresses during normal business hours:
the registered office of the company - 51 Shannon Road, Noordheuwel, 1740
the offices of Exchange Sponsors (Pty) Limited - 39 First Road, Hyde Park, 2196
and the offices of Computershare Investor Services (Pty) Limited - Ground Floor,
70 Marshall Street, Johannesburg, 2001.
Johannesburg
16 March 2005
Designated advisor
Exchange Sponsors
Attorneys
Fluxmans Inc.
Auditors and reporting accountants
Weideman & Vanvinkenroye
Date: 16/03/2005 10:57:49 AM
Produced by the JSE SENS Department
