AST Group - Disposal Of Assets
AST Group Limited
(Incorporated in the Republic of South Africa)
Company registration number: 1998/021790/06
Share code: AAA
ISIN: ZAE000049441
(`AST` or `the company`)
Disposal of assets
As part of its Business Improvement Programme, AST is committed to improved
focus on its core business and to the disposal or realignment of those
businesses that were not regarded as core.
Bentley West, a strategic consulting and research business focusing on
delivering differentiated value to its clients, operated as a division of AST-A
Holdings (Pty) Limited (`AST-A`). On 1 July 2003 the assets (excluding cash) and
liabilities of AST`s Bentley West division were sold to Bentley West Strategic
Consulting (Pty) Limited (previously Bentley West Management Consultants (Pty)
Limited) (`Bentley West`), a wholly owned subsidiary of AST-A, as a going
concern. The purchase consideration of R2 874 166,87 plus interest will be paid
to AST-A in eight biannual instalments from 31 December 2004. Interest will be
calculated on the basis of 50% of the outstanding amount accruing interest at
the prime lending rate.
Shareholders of AST are advised that AST-A has entered into an agreement with
the management of Bentley West for the disposal of 50% of the shares in Bentley
West (120 shares) at R1 per share, effective 30 June 2004 (`the disposal`).
The Listings Requirements of the JSE Securities Exchange South Africa (`the
JSE`) classify the disposal as a `related-party transaction` requiring that an
independent adviser be appointed to advise AST shareholders on whether the
disposal can be regarded as fair and reasonable. The AST board appointed KPMG
Services (Pty) Limited (`KPMG`) to consider the terms and conditions of the
disposal. KPMG is of the opinion that the terms and conditions of the disposal
are fair and reasonable to AST`s shareholders. The fair and reasonable opinion
will be available for inspection at AST`s registered office for 28 days from the
date of this announcement.
All conditions precedent to the disposal including approval by the board of
directors of each of AST-A and Bentley West, the conclusion of a shareholders`
agreement, the consent of the funders of AST-A and the management of Bentley
West signing restraint of trade agreements have been met.
Based on the consolidated interim results of AST for the six months ended 31
December 2004, the pro forma financial effects of the disposal on AST`s
earnings, headline earnings, net asset value (`NAV`) and tangible NAV per share
were not material.
Samrand
18 April 2005
Sponsor
JP Morgan
Attorney
Routledge, Modise, Moss, Morris Attorneys Logo
Independent adviser
KPMG Services (Pty) Limited
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