| Mon 16 Aug 2004, 10:42 | | ABRIDGED PROSPECTUS |
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Xantium Technology Holdings Limited - Abridged Prospectus
XANTIUM TECHNOLOGY HOLDINGS LIMITED
(Formerly Fastpulse Trading 568 (Pty) Limited)
(Incorporated in the Republic of South Africa)
(Registration number 2003/012583/06)
JSE code: XAN ISIN: ZAE000057386
(Xantium or the company)
ABRIDGED PROSPECTUS
Listing of Xantium ordinary shares (shares) on the JSE Securities Exchange
South Africa (JSE).
Warning: The listing of the ordinary shares in the company is on the AltX.
Shareholders are advised of the risks of investing in a company listed on the
AltX. Shareholders are advised that the JSE does not guarantee the viability or
the success of a company listed on the AltX. In terms of the JSE Listings
Requirements a designated advisor has to be retained by the company. The
designated advisor is required to, inter alia, attend all board meetings held by
the company to ensure that all JSE Listings Requirements and applicable
regulations are complied with, approve the financial director of the company and
guide the company in a competent, professional and impartial manner. If the
company fails to retain the designated advisor it must make arrangements to
appoint a new designated advisor within 10 business days, failing which the
company faces suspension of trading of its securities. If a designated advisor
is not appointed within 30 days of its suspension the company faces the
termination of its listing without an offer to minority shareholders.
This abridged prospectus is not an invitation to the public to subscribe for
shares in Xantium, but is issued in compliance with the Listings Requirements of
the JSE for information purposes only. The information in this abridged
prospectus has been extracted from a full prospectus issued by Xantium on 16
August 2004 (the detailed prospectus), which is available as set in paragraph
8.
At the date of listing the authorised share capital of Xantium comprises 500
million shares with a par value of R0,0001 each, of which, after a private
placement of 10 million shares at 50 cents per share (the placement), 130
million shares will be in issue.
1. INTRODUCTION
In todays information technology (IT) environment, change is a constant
and IT strategies require continual re-examination. IT businesses, irrespective
of size or dominance, must be flexible and innovative to flourish.
Xantium is a black empowered IT company built on the premise of being
flexible and innovative, with a focus on ensuring that what is promised is
delivered with tangible results and real value.
2. GENERAL HISTORY OF THE COMPANY
Xantium was incorporated on 3 June 2003 as Fastpulse Trading 568 (Pty)
Limited, changed its name to Xantium Technology Holdings (Pty) Limited with
effect from 1 October 2003 and converted to a public company on 16 February
2004.
Xantiums core business is the supply of IT infrastructure, services and
solutions to clients in the public and private sectors. With its empowerment
status, Xantium takes advantage of the opportunities in affirmative procurement
initiatives resulting from the various charters in private sectors and from
governments requirements in the public sector.
Initially Xantium focused on the supply of IT infrastructure products
(both hardware and software) through its wholly-owned subsidiary Xantium IT
Services (Pty) Limited (XITS). Recognising customers requirement for high-
level IT services, Xantium then established Xantium Professional Services
(XPS), a wholly-owned subsidiary, to meet this demand. In March 2004, XPS
acquired the long-established IT services business of Bergh Geach and Associates
(Pty) Limited.
In March 2004, Xantium acquired 51% of Xantium Digital Card Systems (Pty)
Limited (XDCS), a leading digital card based business providing smart card
solutions (with uses such as access control and time and attendance systems) and
security solutions (such as ID cards and drivers licenses) to the financial,
transport, telecommunications, healthcare, mining, education, government and
retail sectors.
In July 2004, pursuant to a prospectus issued on 23 June 2004, Xantium
raised R8 million by issuing 20 million shares at 40 cents per share (the
capital raising).
The group structure is represented below:
See press announcement
3. NATURE OF BUSINESSES
XITS offers customers a complete IT solution from strategy and design,
consulting and implementation to on-going IT support.
XPS deploys skilled IT consultants to assist clients to bridge the divide
between business and IT, to enhance efficiency and cost effectiveness and to
devise new and better services.
XDCS provides card-based solutions to government, financial services,
transportation, telecommunications, healthcare, mining, education, retail, and
other industries as a means of providing better security and improved services
to their customers and users. These cards are used for biometric identification,
access control, card-holder profile, warehouse and inventory control and loyalty
programmes.
Xantiums approach to client needs is to start by acquiring a thorough
understanding of the relevant sectors and then to design end-to-end industry
based solutions with input from suppliers, partners and customers. In this way
Xantium gets to understand the customers value proposition and to offer the
most cost effective solution to the customer.
4. PRO FORMA FINANCIAL INFORMATION AND PROFIT FORECASTS
The pro forma balance sheet and income statement are based on the groups
audited financial statements for the year ended 31 May 2004 and are presented
for illustrative purposes only, to illustrate the effects of the capital raising
and placement on the groups results and financial position.
Due to the nature of the pro forma financial information, it may not give
a realistic picture of the groups financial results and position after the
capital raising and placement.
The pro forma financial information does not reflect a full 12-month
trading period for the company and each of its subsidiaries. The results reflect
the start-up nature of the group and the company does not consider them
representative of its prospects.
The pro forma consolidated income statement for the period ended 31 May
2004 and profit forecast for the years ending 31 May 2005 and 2006 are as
follows:
Pro forma Forecast for the Forecast for the
12 months ended 12 months ending 12 months ending
31 May 2004 31 May 2005 31 May 2006
(R 000s) (R 000s) (R 000s)
Revenue 33 587 174 500 205 351
Operating (loss)/profit
before interest (3 514) 16 853 20 617
Net interest received 768 105 514
Amortisation of goodwill (98) (692) (1 009)
Net (loss)/profit before
taxation (2 844) 16 266 20 122
Taxation 641 (5 087) (6 340)
Net (loss)/profit after
taxation (2 203) 11 179 13 782
Attributable to minority
shareholders 251 (992) (1 024)
Attributable earnings (1 952) 10 187 12 758
Weighted average
shares in issue and
to be issued (000) 96 667 149 996 155 650
Headline (loss)/earnings
per share (cents) (1,92) 7,25 8,84
Reconciliation of
headline earnings
Attributable earnings (1 952) 10 187 12 758
Amortisation of goodwill 98 692 1009
Headline earnings (1 854) 10 879 13 767
NOTE: The pro forma income statement has been prepared on the basis that the
capital raising and placement took place on 1 June 2003, at interest at the
groups current call rate of 6,5% and after providing for tax at 30%.
The pro forma group net asset value per share and net tangible asset value per
share has been prepared on the basis that the capital raising and placement was
completed on 31 May 2004, before the write off of any expenses relating to the
listing.
31 May 2004
Pro forma net asset value per share (cents) 9,2
Pro forma net tangible asset value per share (cents) 7,7
5. DIRECTORS, COMPANY SECRETARY AND REGISTERED OFFICE
5.1 The board of directors of the company are:
Director Age Qualification Address Current and
previous*
directorship/
membership
Dr Popo Simon Molefe 52 525 Wilde Road Lereko Investment
(Non-executive Noordheuwel Holdings (Pty) Ltd
Chairperson) Ext 4
Krugersdorp
Nomsa Petunia Nkwanca 39 (BSocSci, MBA) 121 Lyndale Delmar Trading CC
(Non-executive Director) Crescent
Lyndhurst
Nathaniel Boitshoko 33 B. Juris (LLB) 17 Lowe, Chairperson North
Senne Parliamentary Liquor Board West
(Non-executive Complex
Director) Mafikeng
James Henry Murray 37 15 Lighthelm TCO Holdings Ltd*,
(Chief Executive Place, Dimension Data SA
Officer) Meyersdal Enterprise Systems
Alberton (Pty) Ltd*, M-IT
(Pty) Ltd*
Pieter Arnold Johnston 36 B Comm, B Acc 65 Bronk Lane Consolidated
(Financial Director) (Hons) CA(SA) Bronkhorst- African
fontein Technologies (Pty)
Ltd*
Kobote Johanna Molefe 42 51 Linden Road Howden Africa
(Group Marketing Augustus Holdings Ltd*,
Director) Complex Balapeng
Unit 50 Investments
Sandown Holdings (Pty) Ltd;
Mafika Group
Holdings
(Pty) Ltd;
Moneymine 315
(Pty) Ltd
Thamsanqa Thomas 27 9 Estate Picollo TTC Vantrust (Pty)
Schrimpton Jacaranda Avenue Ltd*
(Business Development Craigavon A.H.
Director) Fourways
All directors are South African
5.2 The company secretary is:
Morestat Corporate Services (Pty) Limited
(Registration number 2000/015549/07)
2nd Floor, Peoples Bank Building
200 Pretorius Street
Pretoria, 0002
(PO Box 1750, Pretoria, 0001)
5.3 The registered office of the company is:
2nd Floor, Milner Place
4 Carse OGowrie
Parktown, 2193
(PO Box 5420, Meyersdal, Alberton, 1447)
6. THE PLACEMENT
While the placement has not been underwritten and is not subject to
achievement of a minimum subscription, Java Capital holds irrevocable
commitments to subscribe for the entire placement. Details of the placement are
as follows:
Offer price per share (cents) 50
Number of shares offered in terms of the placement 10 000 000
Total capital to be raised before expenses R5 000 000
Dates and times 2004
Opening date of the placement (09:00) Tuesday, 17 August
Closing date of the placement (12:00) Tuesday, 17 August
Anticipated listing date of Xantium on AltX (09:00) Friday, 20 August
These dates are subject to change at the discretion of the company. Any
changes will be announced on SENS and published in the press.
7. LISTING ON THE JSE
The JSE has approved the listing of 130 million shares on AltX with effect
from the commencement of business on Friday, 20 August 2004. The shares will
trade under the abbreviated name Xantium and the JSE code XAN.
8. COPIES OF THE PROSPECTUS
Copies of the full prospectus, in English, may be obtained, at the
following addresses during normal business hours:
* the registered office of the company - 2nd Floor, Milner Place, 4 Carse
OGowrie, Parktown, 2193
* the offices of Java Capital (Pty) Limited - 2 Arnold Road, Rosebank, 2196;
and
* the offices of Ultra Registrars (Pty) Limited - 5th Floor, 11 Diagonal
Street, Johannesburg 2001.
9. FURTHER ACQUISITIONS AND CAUTIONARY ANNOUNCEMENT
The listing allows the company to raise capital and to take advantage of
acquisitive growth opportunities. Xantium is at the initial stage of
investigating a number of opportunities that may complement and enhance the
companys service offering. None of these opportunities are reflected in the
companys forecast as set out in paragraph 4. Accordingly, shareholders are
advised to exercise caution in dealing in shares, pending further announcements.
Johannesburg
16 August 2004
Designated advisor
JAVACAPITAL
Attorneys
