| Thu 2 Jun 2005, 17:50 | | m Cubed Holdings Limited - Disposal Announcement |
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m Cubed Holdings Limited - Disposal Announcement
m CUBED HOLDINGS LIMITED
Registration number: 1998/014568/06
Share code: MCU
ISIN: ZAE000033353
(`m Cubed` or `the company`)
DISPOSAL OF:
- AUTOMATED OUTSOURCING SERVICES LIMITED (`AOS`);
- M CUBED UNIT TRUST MANAGEMENT COMPANY LIMITED (M CUBED UTM`); AND
- M3 CAPITAL MANAGEMENT (GUERNSEY) LIMITED (M3 GUERNSEY`)
1. Introduction
1.1 Further to the cautionary announcement dated 16 May 2005, PSG Capital
is authorised to announce that m Cubed has entered into agreements
(`the agreements`) to dispose of the entire issued share capital in
and claims against AOS, m Cubed UTM and m3 Guernsey (collectively,
`the companies`) for an aggregate disposal consideration of R45
million (`the disposals`).
1.2 AOS provides outsourcing services to offshore clients and unitised
liability outsourced administration services to internal and external
clients.
1.3 m Cubed UTM creates and markets retail and institutional unit trusts.
1.4 m3 Guernsey manages mutual funds.
2. THE DISPOSALS
2.1 In terms of the agreements, m Cubed, subject to the fulfilment of the
conditions precedent set out in paragraph 5 below (`the conditions
precedent`), will dispose of the entire issued share capital in and
claims against the companies to the buyer for an aggregate
consideration of R45 000 000, payable in cash.
2.2 The effective date of each of the disposals will be the first business
day following the date on which the conditions precedent in respect of
each disposal have been fulfilled, which date is expected to be no
later than 1 September 2005.
2.3 The disposal consideration shall be held in trust pending the
effective date.
3. RATIONALE
The disposals represent a continuation of the process of unlocking and
realising value for m Cubed shareholders, which began with the merger of
the asset management operations of m Cubed with those of Momentum. M Cubed
will continue to endeavour to exit non-core operations and to refine its
focus.
4. FINANCIAL EFFECTS
4.1 Set out below are the pro forma financial effects of the disposals on
the earnings, headline earnings, net asset value and net tangible
asset value per m Cubed share, based on the assumptions that:
4.1.1 for purposes of the earnings and headline earnings per share
calculations:
- the disposals were effective during the financial year ended
28 February 2005; and
- the proceeds of the disposals have been invested at an after
tax interest rate of 5,5%;
4.1.2 for purposes of the net asset value and tangible net asset
value per share calculations, the disposals were effected on
28 February 2005.
Audited Pro forma Change
Before After (%)
(cents)(1 (cents)
)
Earnings per share 10,4(2) 10,2 (1,9)
Headline earnings per share 5,6(3) 5,9 5,4
Net asset value per share 46,1 54,9 19,1
Tangible net asset value per 33,8 42,6 26,0
share
Extracted from the audited consolidated results of m Cubed for
the financial year ended 28 February 2005.
Based on a weighted average number of 726,774 million m Cubed
shares in issue during the financial year ended 28 February
2005 and on an attributable profit of R75,862 million for the
year then ended.
Based on a weighted average number of 726,774 million m Cubed
shares in issue during the financial year ended 28 February
2005 and on headline earnings of R40,342 million for the year
then ended.
4.2 The Companies Realised, In Aggregate, Profit After Tax Of R3,879
Million For The Year Ended 28 February 2005.
4.3 The aggregate negative shareholders` funds of the companies, at 28
February 2005, was R18,845 million.
5. CONDITIONS PRECEDENT
The disposals are subject to:
5.1 in the case of AOS, the approval of the applicable statutory
authorities in South Africa;
5.2 in the case of m Cubed UTM, the approval of the Financial Services
Board and any other applicable statutory authority that may be
required; and
5.3 in the case of m3 Guernsey, the approval of the applicable statutory
authorities in South Africa, Guernsey or elsewhere.
6. RENEWAL OF CAUTIONARY ANNOUNCEMENT
Shareholders are advised that certain of the negotiations contemplated in
the cautionary announcement dated 16 May 2005 are continuing, which
negotiations, if successfully concluded, may have a material effect on the
price at which m Cubed`s shares trade on the JSE Securities Exchange South
Africa. Accordingly, shareholders are advised to continue exercising
caution when dealing in their m Cubed shares.
Johannesburg
2 June 2005
Corporate Adviser and Sponsor
PSG CAPITAL LIMITED
Attorneys
PRINSLOO, TINDLE & ANDROPOULOS INC.
Date: 02/06/2005 05:15:15 PM
Produced by the JSE SENS Department
