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Integrear Limited - Disposal of Integrear subsidiary Abacus (Pty) Limited
INTEGREAR LIMITED
(Registration number: 1989/001319/06)
Share Code: ITG
ISIN: ZAE000027231
("Integrear" or "the Company")
DISPOSAL OF INTEGREAR SUBSIDIARY ABACUS (PTY) LIMITED
Introduction
Shareholders are advised that Integrear has entered into an agreement with EDIT
Investments (Pty) Limited ("EDIT"), in terms of which Integrear sold the shares
in and claims against Integrear Abacus (Pty) Limited ("Abacus") to EDIT for a
total cash consideration of R 500 000 in cash. The agreement provides for the
transfer of the non-core business in Abacus into Integrear or its subsidiary
against the waiver of any claims Integrear or its subsidiaries may have against
Abacus.
The effective date of the transaction is 1 November 2005.
Business of Abacus
Abacus supplies tertiary education institutions with timetable scheduling and
optimisation solutions.
Rationale
The market expansion opportunities in South Africa are limited and international
marketing would require a large investment associated with a high level of
uncertainty therefore making the risk for Integrear unacceptably high.
Conditions
The disposal is subject only to the non-core assets being transferred out of
Abacus.
Financial effects of the disposal
The table below sets out the illustrative pro forma financial effects of the
disposal on shareholders, assuming that the disposal had been effective, for
income statement purposes, from 1 July 2004 and for balance sheet purposes at 30
June 2005.
The pro forma financial effects have been prepared by directors of Integrear
using the audited annual results of Integrear for the twelve months ended 30
June 2005, for illustrative purposes only to provide information about how the
disposal might have affected the financial information presented and, because of
their nature, may not give a true reflection of the financial effects of the
disposal.
Before After % Change
Disposal Disposal
EPS (5.65) (0.14) 97.49%
Headline EPS (5.65) (0.10) 98.19%
Net Asset Value 9.57 11.63 21.45%
Net Tangible 9.57 11.63 21.45%
Asset Value
Notes:
1. The "Before Disposal" column reflected the audited earnings and headline
earnings per share for the 12 months ended 30 June 2005. The "After
Disposal" column shows the adjusted audited earnings and headline earnings
per share following the disposal of the Abacus business with effect from 1
July 2004.
2. The "Before Disposal" column reflects the audited net asset value and net
tangible asset value per share at 30 June 2005. The "After Disposal"
column shows the audited net asset value and net tangible asset value after
the disposal of the Abacus business.
Category 3
The disposal of Abacus is classified as a Category 3 transaction in terms of the
Listings Requirements of the JSE Limited and therefore no circular is required.
Centurion
21 November 2005
Sponsor
Exchange Sponsors (Pty) Limited
Date: 21/11/2005 12:56:03 PM Produced by the JSE SENS Department
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