| Fri 20 Feb 2004, 17:23 | | UPDATE ON THE CHANGE OF CONTROL, NAME CHANGE, RELA |
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EDUTECH - UPDATE ON THE CHANGE OF CONTROL, NAME CHANGE, RELATED PARTY
TRANSACTION, RESULTANT MANDATORY OFFER TO MINORITIES, REVISED
SALIENT DATES AND TIMES AND WITHDRAWAL of CAUTIONARY ANNOUNCEMENT
NOVA EDUCATION AND TECHNOLOGY HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1998/006957/06)
JSE Share code: ETH
ISIN: ZAE000033270
("Edutech" or " the company")
UPDATE ON THE CHANGE OF CONTROL, NAME CHANGE, RELATED PARTY TRANSACTION,
RESULTANT MANDATORY OFFER TO MINORITIES, REVISED SALIENT DATES AND TIMES
AND WITHDRAWAL of CAUTIONARY ANNOUNCEMENT
Introduction
EDUTECH announced in the press on Monday 8 December 2003 that, subject to
shareholder approval and certain other conditions precedent, agreement has been
reached between EDUTECH, South African Development Foundation ("SAOS"), Swanvest
165 (Pty) Limited ("Swanvest") and The Callidus Consortium ("Callidus") which
will result in a change of control whereby Callidus will become the controlling
shareholder of EDUTECH. As a result of the share sale agreement and the
conditions precedent contained therein, the business of EDUTECH, excluding R5,8
million of debtors, is to be sold. This constitutes a related party transaction.
Background on EDUTECH
EDUTECH is a financial services company listed on the JSE. Its main business is
to provide finance to individuals and institutions predominantly but not
exclusively in the education sector.
Related Party Transaction
The major shareholders, SAOS and Swanvest, have sold their shares to Callidus
and a condition of the purchase is that all the shareholders" loans, totalling
R16,6 million, must be settled immediately. This has resulted in the settlement
agreement between SAOS, Swanvest and EDUTECH which is a related party
transaction. The result of this settlement agreement will be that EDUTECH will
cede all its claims in and dispose of all its subsidiaries (FINSA, ECS and EIP)
to its major shareholders, to the total value of R14,8 million, except for third
party debtors and/or cash of approximately R5,8 million which will remain in
EDUTECH.
Condition Precedent
The change of control is subject only to the following outstanding condition
precedent:
* That the approval and implementation of the above mentioned settlement
agreement by shareholders of EDUTECH (excluding SAOS and Swanvest) be
obtained in general meeting.
Opinions And Recommendations
The directors of EDUTECH who are not related to SAOS or Swanvest have considered
the terms and conditions of the settlement agreement and are of the opinion that
the terms of the settlement agreement mentioned above and the mandatory offer
are fair and reasonable and recommend that shareholders vote in favour of the
ordinary and special resolutions necessary to approve and implement the
transaction.
The respective independent directors of EDUTECH with direct and indirect
interests in the issued ordinary share capital of EDUTECH intend to vote in
favour of the ordinary and special resolutions necessary to approve and
implement the transaction.
Financial Effects Of The Transaction
Set out below are the unaudited pro forma financial effects of the offer to
EDUTECH"s minority shareholders and the disposal on EDUTECH"s financial results,
based on the published reviewed results for the six-month period ended 31 August
2003. The unaudited pro forma financial effects are presented for illustrative
purposes only and may not give a fair reflection of the financial position of
the EDUTECH minority shareholders" post the implementation of the offer.
MINORITIES ACCEPTING THE OFFER
Before After
the the
offer offer Change
Notes (cents) Notes (cents) (%)
Market value per share 1 6,42 7 7,00 9,03
(Loss)/Earnings per share 2 (9,95) 4 0,17 101,76
Headline (loss)/earnings per share 2 (8,58) 4 0,17 102,04
Net asset value per share 3 1,98 7 7,00 253,54
Net tangible asset value per share 3 1,98 7 7,00 253,54
EFFECT ON EDUTECH AND TO MINORITIES NOT ACCEPTING THE OFFER
Before After
the the
disposal disposal Change
Notes (cents) Notes (cents) (%)
Market value per share 1 6,42 7 7,00 9,03
(Loss)/Earnings per share 2 (9,95) 5 0,21 102,11
Headline (loss)/earnings per share 2 (8,58) 5 0,21 102,11
Net asset value per share 3 1,98 6 3,89 96,46
Net tangible asset value per share 3 1,98 6 3,89 96,46
Notes:
1. Being the weighted average EDUTECH share price for the five business days
prior to the announcement on Securities Exchange News Service ("SENS") of
the firm intention to make an offer announcement on Monday 8 December 2003.
2. Being EDUTECH"s reported (loss)/earnings per share and headline
(loss)/earnings per share for the six-month period ended 31 August 2003.
3. Being EDUTECH"s net asset value per share and net tangible asset value per
share as at 31 August 2003.
4. Based on the assumption that the offer consideration of 7 cents per offer
share had been invested to earn an average after tax return of 5% during
the six-month period ended 31 August 2003.
5. This amount was calculated after taking into account that after the costs
of implementation of the offer and the settlement contemplated, EDUTECH
will have had a debtors book of approximately R5 million from which EDUTECH
would have earned interest at prime for the six-month period ended
31 August 2003, (prime being 11,5% per annum). All earnings are post tax,
as EDUTECH has an assessed loss.
6. The net asset value was calculated taking into account the remaining
debtors and cash in EDUTECH after the transaction, being approximately R5,3
million.
7. The cash offer to minorities of 7 cents per share.
8. The calculations in the above table have been determined on the basis that:
a. The offer and the settlement were implemented on 1 March 2003 for the
purposes of calculating the (loss)/earnings per share and headline
(loss)/earnings per share;
b. The offer and the settlement were implemented on 31 August 2003 for
the purposes of calculating the net asset value per share and net
tangible asset value per share; and
c. No account has been taken of Capital Gains Tax or any costs associated
with the offer or the settlement.
Sector Classification
Shareholders are advised that Callidus intends to, by utilising the current
remaining debtors book of approximately R5,8 million, continue with and expand
the core financial business of the company, which is, inter alia, that of
lending money and related financial services and to maintain the company"s
listing on the JSE.
However, the JSE has informed the company that it will classify the company as a
cash shell, which means that the company will have six months to enter into a
qualifying transaction, after which the JSE will suspend the listing for a
further three months before terminating the listing of the company. Shareholders
should therefore take cognisance of the following:
* EDUTECH will be classified as a cash company in terms of the Listings
Requirements of the JSE. The company will deal with potential projects and
transactions purely on merit regardless of the time constraints imposed on
it by the JSE Listings Requirements to do a transaction to retain its
listing, and it is therefore possible that the company may not enter into a
transaction within the required time period, being either six months or the
date of termination of the Venture Capital Market* of the JSE lists
whichever is the earliest, to retain its listing. Should the listing be
suspended or terminated, the company will reapply for the listing of its
securities on the JSE once an appropriate transaction is entered into.
* The JSE is going through a consultation process regarding its decision to
terminate the Venture Capital Market. Shareholders are therefore cautioned
that the JSE"s decision about the future of this market might change. Such
a decision will however not change the fact that Edutech is to be
classified as a cash company.
Revised Salient Dates And Times
2004
Posting of circular Friday 20 February
Last day for lodging of proxy (white) for
general meeting by 10:00 Thursday 11 March
General meeting of shareholders at 10:00 Monday 15 March
Results of general meeting published on SENS Monday 15 March
Results of the general meeting published in the press Tuesday 16 March
Offer opens at 09:00 Tuesday 16 March
Last day for EDUTECH shareholders to trade
in their EDUTECH shares on the JSE
to be eligible to participate in the offer Friday 26 March
Securities trade "ex" the-offer Monday 29 March
Record Date for participating in the offer Friday 2 April
Offer Closes at 12:00 (note 2) Friday 2 April
Results of the offer published on SENS Monday 5 April
Cheques posted at the risk of certificated EDUTECH
shareholders against surrender of existing share
certificate(s) and acceptance form (pink) received (note 3) Monday 5 April
Dematerialised shareholders will have their accounts credited
and updated at their Central Security Depository Participant
("CSDP") or stock broker (note 4) Monday 5 April
Last date to trade for the name change Tuesday 6 April
Results of the offer published in the press Tuesday 6 April
Listing of company"s ordinary shares will change from
EDUTECH to Creditvision Holdings Limited ("Creditvision")
and trade in the new name commences from the commencement
of business Wednesday 7 April
Record date for the name change Friday 16 April
The listing of EDUTECH will terminate at commencement
of business on Monday 19 April
New share certificate(s) posted at the risk of certificated
shareholders against surrender of existing share certificate(s)
and surrender form (green) received Monday 19 April
Dematerialised shareholders will have their safe custody accounts
of their CSDP or broker updated. Monday 19 April
Notes:
1. These dates and times are subject to amendment. Any amendment will be
announced on SENS and published in the press.
2. Dematerialised Edutech shareholders are required to notify their CSDP or
broker, as the case may be, of their intention to accept the offer in the
manner and time stipulated in the agreement entered into between such
shareholders and their CSDP or broker.
3. In the case of a certificated Edutech shareholder, such payment will be
made by cheque or deposited directly into the shareholders" bank account,
whichever a shareholder may instruct, at the risk of the shareholder
concerned, as soon as possible after, but at least within five business
days of the day on which the forms of acceptance, surrender and transfer
are received once the offer opens.
4. In the case of a dematerialised Edutech shareholder, payment will be made
by crediting their accounts at the CSDP or broker, as the case may be, as
agreed to between the shareholder and the CSDP, as soon as possible after,
but at least within five business days of receipt of notification by the
transfer secretaries once the offer opens.
5. No dematerialisation or rematerialisation of shares will take place between
Monday 29 March 2004 and Friday 16 April 2004 (both days inclusive).
6. Shares will trade in the name of EDUTECH until Friday 2 April 2004,
thereafter in the name of Creditvision.
20 February 2004
Pretoria
Corporate advisor:
River Group
Attorney:
Brink Bonsma & de Bruyn
Lead sponsor:
Deloitte & Touche Sponsor Services (Pty) Ltd
(Incorporated in the Republic of South Africa)
(Registration number 1996/000034/07)
Joint sponsor:
River Group
Independent advisor:
Deloitte & Touche Chartered Accountants (SA)
Corporate Finance division
Registered accountants and auditors
Reporting accountant:
Deloitte & Touche Chartered Accountants (SA)
Registered accountants and auditors
Date: 20/02/2004 05:17:06 PM Supplied by www.sharenet.co.za
Produced by the JSE SENS Department
