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UCS - Acquisition of the going concern business of CEB by NEWCO and withdrawal
of cautionary announcement
UCS GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1993/002253/06)
Share code: UCS
ISIN: ZAE000016150
(`UCS`)
ACQUISITION OF THE GOING CONCERN BUSINESS OF CEB MAINTENANCE (PROPRIETARY)
LIMITED (`CEB`) BY FOUR ARROWS INVESTMENTS 202 (PROPRIETARY) LIMITED (`NEWCO`),
A SUBSIDIARY OF UCS SOLUTIONS HOLDINGS (PROPRIETARY) LIMITED (`UCS SOLUTIONS`)
WHICH IS, IN TURN A WHOLLY-OWNED SUBSIDIARY OF UCS AND WITHDRAWAL OF CAUTIONARY
ANNOUNCEMENT
1. Introduction
Further to the announcement, dated 13 July 2005, in which shareholders were
advised that, on 7 July 2005, UCS, UCS SOLUTIONS and NEWCO entered into an
agreement (`the agreement`) with CEB to acquire the going concern business of
CEB (`the transaction`), the financial effects of the transaction are set out
below.
2. Financial effects
The unaudited pro forma financial effects, for which the directors are
responsible, are provided for illustrative purposes only to show the effect of
the transaction on earnings, headline earnings, net asset value and net tangible
asset value per share as if the transaction had taken effect on 1 October 2004
and 31 March 2005, respectively. Because of their nature, the unaudited pro
forma financial effects may not give a true picture of the Group`s financial
position and performance. The unaudited pro forma financial effects have been
compiled from the unaudited consolidated financial statements for the six months
ended 31 March 2005, adjusted as described in the notes below
Before the After the Movement
transaction transaction (cents) (%)
Headline earnings per 5.7 6.3 0.6 10.5
share (cents)
Earnings per share 4.8 5.2 0.5 10.4
(cents)
Net asset value per 85.2 85.2 - -
share (cents)
Net tangible asset 35.2 24.8 (10.4) (29.6)
value per share
(cents)
Weighted average 239 540 239 540
number of shares in
issue (000`s)
Notes:
The pro forma financial effects in the `After the transaction` column are based
on the following assumptions:
- the first instalment of R24-million due on the implementation date is
financed by way of debt at a finance cost of 10.5% per annum;
- the effect on net asset value and tangible net asset value per share is
based on 239 627 000 shares in issue on 31 March 2005 and that the
transaction had been implemented on 31 March 2005;
- the effect on earnings and headline earnings per share is based on 239 540
024 shares in issue during the period from 1 October 2004 to 31 March 2005
and that the transaction was effected on 1 October 2004; and
- the effective tax rate of the acquiree is 29%.
3. Withdrawal of cautionary announcement
As the financial effects of the transaction have now been disclosed, the
cautionary announcement is withdrawn.
Johannesburg
29 July 2005
Sponsor
Barnard Jacobs Mellet Corporate Finance (Pty) Limited
Legal adviser
ENF
Transaction adviser to CEB
FCF Capital
Reporting accountants for UCS
Kaplan & Kaplan
Date: 29/07/2005 03:32:03 PM
Produced by the JSE SENS Department
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