| Tue 5 Jun 2001, 0:00 | | Notice Of Disposal Of Tisec Private Equity And Wit |
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ANNOUNCEMENT
TISEC LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1997/010036/06)
("Tisec")
* NOTICE OF DISPOSAL OF TISEC PRIVATE EQUITY (PROPRIETARY) LIMITED ("TPE")
* WITHDRAWL OF CAUTIONARY ANNOUNCEMENT
1. Disposal of the entire issued share capital and claims against TPE
1.1 Introduction
Further to the cautionary announcement dated 11 April 2001, ABN Amro
Securities (South Africa) (Proprietary) Limited is authorised to announce
that an agreement in principle has been reached between Winterberry
Investments (Proprietary) Limited ("Winterberry") and Tisec for Winterberry
("the purchaser") to purchase the entire issued share capital of and
shareholders' claims against TPE from Tisec.
TPE identifies private equity opportunities and sources capital to take
principal positions in the share capital of undervalued privately owned
companies. TPE is a wholly-owned subsidiary of Tisec.
1.2 Salient terms and conditions of the transaction
1.2.1 Purchase consideration and settlement thereof
The sale price of the shares in and claims against TPE is a maximum of R10
million. R2 million of the purchase consideration will be settled by
Winterberry procuring the delivery of 17 984 533 issued ordinary Tisec
shares to Tisec (or its nominee). The balance of the purchase consideration,
to a maximum of R8 million, will be discharged by Winterberry on the
disposal of the underlying investments in TPE within a five-year period from
the acquisition of TPE. This portion of the purchase consideration is
subject to adjustment from the maximum of R8 million downwards on a sliding
scale, depending on the ultimate realisation of the underlying investments
of TPE.
The cancellation of the 17 984 533 ordinary Tisec shares will be done
through a specific repurchase, to be approved by Tisec shareholders in
general meeting.
1.2.2 Other salient terms of the transaction
In terms of the JSE Securities Exchange South Africa ("JSE") Listings
Requirements, Section 10.1(b) ii, the purchaser is deemed a related party to
the transaction and, as such, an independent opinion relating to the
purchase consideration and other salient details will be provided in the
circular to shareholders. Winterberry has as one of its owners, Mr C J
Ransome, a non-executive director of Tisec.
1.2.3 Rationale
The disposal of TPE enables Tisec management to focus all its energy on its
core operations of stock- broking, corporate services and investment
banking.
2. Conditions precedent
The transaction is subject to, inter alia, the following:
* the conclusion of a final agreement relating to the transaction;
* the approval of the transaction by the shareholders of Tisec in terms of
the applicable JSE Listings Requirements;
* the approvals of the transaction by the shareholders and directors of
Winterberry;
* the approvals by the applicable regulatory authorities; and
* provision of the audited financial statements of TPE's underlying
investments to Winterberry for the financial years ended 2000 and 2001,
respectively.
3. Financial effects
Should this agreement become unconditional, the financial effects would be
as follows and have been calculated based on the following assumptions:
* for the purposes of calculating the effect on earnings per share ("EPS"),
Tisec's EPS as contained in its unaudited interim results for the six months
ended 30 September 2000 was adjusted by excluding the results of TPE;
* for the purposes of calculating the effect on net asset value ("NAV"), it
has been assumed that the transaction was effected on 30 September 2000 and
the purchase consideration was settled in full;
* for the purposes of calculating the respective effects on EPS and NAV, it
has been assumed that the 17 984 533 ordinary shares have been cancelled by
Tisec; and
* proceeds of the disposal will be used for the cancellation of shares.
Before After After 1 Effect Effect 1
(cents) (cents) (cents) (cents) (cents)
Headline earnings/(loss) per share 4,2 (1,0) (0,5) (5,2) (4,7)
Earnings per share 5,0 0,2 0,7 (4,8) (4,3)
Net asset value per share 17,4 30,6 42,8 13,2 25,4
Tangible net asset value per share 17,4 30,6 42,8 13,2 25,4
Note 1
The combined effects of the above disposal and the disposal announced on 11
April 2001.
4. Withdrawal of cautionary announcement
The cautionary announcement dated 11 April 2001 is hereby withdrawn.
5. Further documentation for shareholders
A circular, subject to approval by the JSE, containing details of the above
transaction, as well as the management buyout of the Belgian stockbroking
business announced on 11 April 2001, and incorporating a notice of general
meeting of Tisec shareholders, will be posted to shareholders within 28 days
of the publication of this announcement.
Rivonia
5 June 2001
Sponsor
ABN-AMRO Securities (South Africa) (Pty) Ltd.
Registration number 1995/001231/07
Member of the JSE Securities Exchange South Africa
Attorneys
HR Levin
Auditors
Moores Rowland Chartered Accountants (SA)
