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Decillion Limited - Disposal By Decillion Of Its Treasury Outsourcing And Forex
Business To Psg Treasury Outsourcing (Pty) Limited
DECILLION LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1998/011692/06)
Share code: DEC
ISIN: ZAE000017612
(`Decillion`)
DISPOSAL BY DECILLION OF ITS TREASURY OUTSOURCING AND FOREX BUSINESS TO PSG
TREASURY OUTSOURCING (PROPRIETARY) LIMITED
1. Introduction
Shareholders are advised that PSG Treasury Outsourcing (Proprietary) Limited
(`the Purchaser`) has concluded an agreement with Decillion (`the Agreement`) to
acquire, subject to the fulfilment of certain suspensive conditions, the entire
issued share capital in, and all shareholder claims against, Decillion Treasury
Management Solutions (Proprietary) Limited (`the Company`), a wholly owned
subsidiary of Decillion, for a total purchase consideration of R2 593 553.00
(`the Transaction`).
2. The Transaction
The Company conducts the business of outsourcing foreign exchange execution and
treasury management services to entities in the private and public sector.
In terms of the Agreement, the purchase consideration is payable in cash in two
tranches. The first tranche in the amount of R1 393 553.00 is payable on the
delivery of the audited take-over balance sheet of the Company as at 30 June
2005. The balance of the purchase consideration is payable by no later than 1
November 2005.
The suspensive conditions to the Transaction, being the conduct by the Purchaser
of a due diligence investigation into the business and affairs of the Company,
and approval of the Transaction by the respective boards of directors of the
Purchaser and Decillion, have been duly fulfilled.
The proceeds from the Transaction shall be applied by Decillion to areas of
growth within its business.
3. Effective date
The effective date of the Transaction is 1 July 2005.
4. Rationale
The business of foreign exchange execution and outsourced treasury management
services is no longer core to the business of Decillion. Decillion is focusing
on achieving its restructuring objectives within the group and disposing of its
non-core assets.
5. Financial effects
The unaudited pro forma financial information, for which the directors are
responsible, is provided for illustrative purposes only to show the effect of
the transaction on net asset value and net tangible asset value per share as if
the transaction had taken effect on 28 February 2005. Due to its nature, the
unaudited pro forma financial information may not fairly present Decillion`s
financial position and performance. The unaudited pro forma financial
information has been compiled from the audited consolidated financial statements
for the year ended 28 February 2005, adjusted as described in the note below.
Movement
Before After (cents) (%)
the the
transacti transact
on ion
Net asset value 22.0 22.7 0.7 3.2
per share (cents) %
Net tangible asset 18.6 19.2 0.6 3.2
value per share %
(cents)
Actual number of 165,413 165,413
shares in issue
(000`s)
Note:
The pro forma financial effects `after the Transaction` are based on the
following assumptions:
- The net asset value and net tangible net asset value per share is calculated
based on the actual number of shares in issue at 28 February 2005;
- The net asset value of the entire issued share capital in, and all shareholder
claims against, the Company at 28 February 2005 was R1 579 718.00; and
- The purchase consideration of R2 593 553.00 has been used to calculate the
financial effects.
The pro forma financial effects of the Transaction on the loss and headline loss
per share of Decillion for the year ended 28 February 2005 have not been
disclosed as the impact of the Transaction in respect thereof is considered not
to be material.
Johannesburg
2 August 2005
Sponsor
Barnard Jacobs Mellet Corporate
Finance
(Pty) Limited
Date: 02/08/2005 05:47:08 PM
Produced by the JSE SENS Department
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