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Xantium - Merger ; Acquisition & Specific Issue Of Shares For Cash
Xantium Technology Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration No. 2003/012583/06)
Share code: XAN ISIN code: ZAE000057386
("Xantium" or "the company")
MERGER BETWEEN XANTIUM AND MICT SOLUTIONS GROUP (PROPRIETARY) LIMITED,
ACQUISITION OF THE REMAINING 49% OF WAYMARK CONSULTING AND OTHER RELATED MATTERS
AND SPECIFIC ISSUE OF SHARES FOR CASH
1. CIRCULAR AND REVISED LISTING PARTICULARS
A circular (incorporating a notice of general meeting) together with revised
listing particulars has been posted to shareholders today, 23 November 2005
detailing inter alia:
- details of the merger between Xantium and MICT Solutions Group
(Proprietary) Limited;
- the acquisition of the entire issued share capital of Motoma
Mithratech (Proprietary) Limited;
- the acquisition of the remaining 49% of Waymark Consulting
(Proprietary) Limited;
- the specific issue of shares for cash referred to below;
- other ancillary matters including the change of name of the company
from Xantium Technology Holdings Limited to Simeka BSG Limited, new
appointments to the Xantium board of directors and an increase in the
authorised share capital of the company.
The important dates and times relating to the general meeting:
Last day to lodge forms of proxy in respect Tuesday, 13 December 2005
of general meeting by 11:00 on
General meeting of shareholders of Xantium at Thursday, 15 December 2005
11:00 at Unit A1001, 1st Floor, 6 Protea
Place, South Block, Protea Road, Sandton
Central on
Results of general meeting published on SENS Thursday, 15 December 2005
2. SPECIFIC ISSUE OF SHARES FOR CASH
Subject to the requisite shareholder approval, an introduction fee of R1.2
million is payable by the allotment and issue of 2 million Xantium ordinary
shares ("shares") at 60 cents per share to Basfour (Pty) Limited ("Basfour") in
respect of the introduction to Xantium of the Simeka Management Consulting
(Proprietary) Limited acquisition (as announced on SENS on 30 September 2005).
Basfour is wholly owned by Michelle Gordon. The issue price per share is at a
premium of 39% to market price of the shares, being 43 cents at 11 November
2005.
The financial effects of the specific issue of shares for cash on earnings per
share, headline earnings per share, net asset value per share and net tangible
asset value per share is not material and accordingly has not been disclosed.
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.
Rosebank
23 November 2005
Corporate advisor, legal advisor and designated advisor
Java Capital (Proprietary) Limited
Date: 23/11/2005 08:13:21 AM Produced by the JSE SENS Department
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