| Thu 29 Sep 2005, 17:29 | | Bryant - Acquisition Of Assets; Bee Shareholder; I |
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Bryant - Acquisition Of Assets; Bee Shareholder; Issue Of Shares For Cash;
Disposal Of Assets; Appointment Of Directors And Further Cautionary Announcement
BRYANT TECHNOLOGY LIMITED
(Registration number 1998/011864/06)
("Bryant" or "the company")
(JSE Code: BRY; ISIN Code: ZAE000015475)
ACQUISITION OF ASSETS; BLACK ECONOMIC EMPOWERMENT ("BEE") SHAREHOLDER; ISSUE OF
SHARES FOR CASH; DISPOSAL OF ASSETS; APPOINTMENT OF DIRECTORS AND FURTHER
CAUTIONARY ANNOUNCEMENT
Imara Corporate Finance South Africa (Pty) Ltd is authorised to announce that
agreements have been entered into regarding Bryant, which result in the
following corporate actions:
1. INTRODUCTION
On 18 November 2004, Bryant announced an issue of shares for cash, the disposal
of assets, a change of control and a proposed acquisition of the majority
interest in Capmed Holdings Limited ("Capmed").
These acquisitions ("the previous acquisitions") were subject, inter alia to the
finalisation of arrangements with a black economic empowerment ("BEE") partner
or associate. The arrangements were delayed, necessitating the signing of new
agreements.
Particulars of these agreements, as well as related transactions are provided
herein.
2. SALIENT TERMS OF THE ACQUISITION
On 31 August 2005, Bryant signed a new agreement for the acquisition of Capmed,
the salient terms and conditions of which agreement are as follows:
Bryant acquired 350 000 000 ordinary shares of no par value in Capmed,
representing 38.5% of the issued share capital of Capmed, from MP Bester for a
purchase consideration of R42 000 000. The purchase consideration will be
settled by the issue of 1 400 000 000 Bryant ordinary shares at 3 cents per
share.
In addition Bryant acquired an additional 75 000 000 ordinary shares in Capmed,
representing 8,25% of the issued share capital of Capmed, from Die
Beleggingskamer Bpk, for a purchase consideration of R9 000 000. The purchase
consideration will be settled by the issue of 300 000 000 Bryant ordinary
shares at 3 cents per share.
Finally Bryant will make an offer to all remaining Capmed shareholders to
acquire their Capmed shares on the basis of one Capmed share for every four
Bryant ordinary shares to be issued at 3 cents per Bryant ordinary share. In the
event that Bryant acquires all the remaining 484 000 000 Capmed shares, Bryant
will issue a further 1 936 000 000 Bryant shares at 3 cents for a total
consideration of R64,533 333.
In contrast to the previous agreements, the latest agreement does not provide
for any consolidation of the Bryant Shares.
The acquisition is subject to a number of suspensive conditions including, inter
alia,
- satisfactory due diligence of Capmed by Bryant to be completed on or before 30
September 2005. This due diligence is being conducted by Dr MT Stander of the
Risk Monitor Company (Pty) Limited and is in the process of finalisation;
- the approval of Bryant shareholders in general meeting to the acquisition of
Capmed;
- the waiver by Bryant shareholders to a mandatory offer in terms of the
Securities Regulation Panel regulations; and
- the approval of JSE Limited, Securities Regulation Panel and the Competition
Commission;
3. BEE AGREEMENTS
On 2 September 2005 Bryant entered into an agreement with Tselane Basadi
Management (Pty) Ltd ("Tselane Basadi") in terms of which Tselane Basadi will
subscribe for not fewer than 200 000 000 Bryant ordinary shares at par (0.0001
cent per share). It is a condition that Tselane Basadi shall hold 10% of the
issued shares of Bryant at all times. In the event that all Capmed shareholders
accept the Bryant offer Tselane Basadi will have the right to subscribe for such
number ofadditionalBryant shares at par in order to achieve the 10% holding in
Bryant.
The shareholders of Tselane Basadi is a group of black business women led by its
chief executive officer, Dr N Magau.
In return for the Bryant shares, Tselane will have the obligation specifically
and regularly to:
3.1 refer all groups of potential medical scheme membersto Capmed;
3.2 use their influence to sell the capitation scheme;
3.3 take reasonable steps to introduce the model to state institutions as a
viable alternative to a general government scheme.
All the Bryant shares issued to Tselane Basadi as part of the BEE arrangements
shall be held in escrow by Bryant"s auditors until these obligations have been
met.
To strengthen the BEE relationship with Tselane Basadi, Dr Magau was appointed
executive chairperson of Bryant from 1 August 2005.
4. THE CAPMED BUSINESS
Capmed manages an open choice capitation based medical schemes business. The
concept of capitation is based on a service provider being paid a fixed amount
for every patient with whom he has made such an arrangement irrespective of the
number of visits by such patient over a certain period.
Capmed has entered into arrangements with a number of groups of medical service
providers, who will provide those services to members of Capmed on a fixed cost
basis.
The Capmed business model is a new concept for providing medical aid services to
a broad spectrum of the community. However, the Capmed business model has been
successfully used and adopted in other countries in the world, particularly
Canada.
Capmed is in the process of complying with the regulations applicable to medical
aid schemes.
Since capitation is a new business model no profit warranties were given by the
vendors.
To obtain access to a member base, Capmed entered into a joint venture
relationship with Nasasa Relations in March 2005. They created a separate
vehicle, Nasasa Capmed Medical (Pty) Ltd, which will operate and manage the
capitation model.
5. FINANCIAL EFFECTS OF THE TRANSACTIONS
5.1 Capmed has been developing its business model over the last 3,5 years.
5.2 Capmed has prepared a business plan together with a financial budget and
forecast. Once this business plan has been considered by the reporting
accountants of Bryant and its designated advisors, including the assumptions
and calculations of the profit forecast, then the financial effects will be
calculated based on the profit forecast.
6. DIRECTORS
6.1 The present directors of Bryant are Prof JB Smith, Dr N Magau and JD
Abrahams.
6.2 Capmed has appointed the following directors to the board of Bryant.:
6.2.1 Prof MM Mboya, B.A., U.E.D., BED University of Fort Hare, M.E.D. Ph.D
University of Washington. A Professor of Education at Natal University (Durban),
brings with him a tremendous amount of experience in management, administration,
research and leadership as well as added value of strategic planning
6.2.2 Dr FJ De Bruyn, BSc, BCHD, is presently the managing director of the
Dental Risk Group with +/- 1200 dentist members. The group will be a dental
support base to the capitation based medical scheme.
6.2.3 Mr MP Bester. After many years as a magistrate and thereafter as technical
advisor in the office of the Registrar of Medical Schemes, Mr Bester is an
expert on medical schemes and is solely responsible for the development of
Capmed"s capitation model.
6.2.4 Mr HL du Toit, a Property Developer and Financier.
6.3 Tselane Basadi group will appoint another director.
7. CIRCULAR
In terms of the Listings Requirements of the JSE Limited ("JSE"), the above
transactions are subject to the approval of the Bryant shareholders, the JSE and
Securities Regulation Panel ("SRP"). Accordingly, a detailed circular including
a notice of general meeting will be mailed to shareholders in due course.
In addition, shareholders will be requested to approve the disposal of Bryant"s
original business, as announced in November 2004.
8. ANNUAL FINANCIAL STATEMENTS
As a result of a change in the Board of Directors and controlling shareholders
of Bryant in recent months, the publication of the annual financial results for
the year ended 30 June 2005 have been delayed. The auditors are in the process
of finalising the audited and it is expected that the results will be published
shortly.
9. LISTING ON THE ALTERNATIVE EXCHANGE ("ALTx")
Application will be made to transfer the listing of Bryant to the ALTx sector of
the JSE
10. FURTHER CAUTIONARY
In view of the transactions referred to above, shareholders of Bryant are
advised to continue to exercise caution in the dealing of their shares
Sandton
30 September 2005
SPONSOR
IMARA CORPORATE FINANCE SOUTH AFRICA (PTY) LTD
Date: 29/09/2005 05:21:29 PM
Produced by the JSE SENS Department
