| Wed 23 Nov 2005, 8:15 | | Xantium Technology Holdings Limited - Abridged Rev |
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Xantium Technology Holdings Limited - Abridged Revised Listing Particulars
Xantium Technology Holdings Limited
(to be renamed Simeka BSG Limited)
(Incorporated in the Republic of South Africa)
(Registration No. 2003/012583/06)
Share code: XAN ISIN code: ZAE000057386
("Simeka BSG" or "the company")
ABRIDGED REVISED LISTING PARTICULARS
INTRODUCTION
Simeka BSG provides products and services constituting complete information,
communication and technology ("ICT") solutions. These range through strategy and
design, consulting and implementation, supply and maintenance of hardware and
software, ongoing IT support, professional management and IT training.
Simeka BSG is black owned and controlled and is benefiting from opportunities of
affirmative procurement in the government, parastatal and private sectors.
GENERAL HISTORY OF THE COMPANY
The company was incorporated on 3 June 2003 as Fastpulse Trading 586 (Pty)
Limited and changed its name to Xantium Technology Holdings (Pty) Limited with
effect from 1 October 2003.
Initially Simeka BSG focused on the supply of IT infrastructure products (both
hardware and software) through its wholly owned subsidiary Xantium IT Services
(Pty) Limited. In response to customers" requirement for high level IT services,
the company established Xantium Professional Services. In March 2004, Xantium
acquired 51% of Xantium Digital Card Systems, a digital card based business
providing smart cards and security solutions to the financial, transport,
telecommunications, education, government and retail sectors.
In July and August 2004, pursuant to prospectuses issued on 23 June 2004 and 16
August 2004, Simeka BSG successfully completed capital raisings of R8 million
and R10 million.
In August 2004 Simeka BSG listed as the first black empowered direct listing on
Altx.
Since listing, Simeka BSG has expanded and enhanced its business with the
following acquisitions:
- the business of Spec Systems, a leading provider of barcode, label and PVC
card solutions to the government and private sectors;
- 51% of Waymark Consulting which specialises in Oracle applications for
government and, subject to approval by shareholders, Simeka BSG will
acquire the remaining 49% of Waymark Consulting;
- the business of Foster Melliar, a specialist in IT training and an industry
leader regarding Information Technology Infrastructure Library or ITIL;
- 100% of ITQ, a specialist Oracle development partner providing turnkey
applications for specific customer requirements, predominantly in the
private sector;
- subject to the approval of the Competition Commission, the business of
Simeka Consulting, an award winning management consultancy with a national
client base including government and key telecommunications and energy
customers;
- effective 1 December 2005, subject to various conditions, Simeka BSG will
merge with MICT Solutions Group ("MICT"). MICT is 95% black-owned and
provides customers a turnkey solution for their ICT requirements. MICT
partners with original equipment manufacturers ("OEM"s") to ensure the
highest level of quality and service delivery;
- effective 1 December 2005, subject to various conditions, Simeka BSG has
acquired 100% of Motoma Mithratech ("Mithratech"). Mithratech is a
manufacturing and consulting organisation specialising in secure card
production and solutions to the telecommunications industry.
Each acquisition is strategic and synergistic as to its ICT solutions, services
and product profile, customer base, profitability, empowerment status and
cultural compatibility with the group. The company"s empowerment credentials and
depth of skills and expertise position it to continue to benefit from the
imperative of affirmative procurement.
NATURE OF BUSINESS
Simeka BSG"s services are delivered through three divisions:
Business Consulting Services provides skilled staff to bridge the divide between
business and IT. The division provides management and consulting services
covering business and IT strategy, process optimisation, technical development,
change management and efficiency improvement.
Services include specialist ITIL training to ensure that organisations have the
core competence to successfully manage an environment with relies on the
efficient and effective use of technology.
Technology Services offers an end-to-end IT solution including the design,
implementation, support and maintenance of IT solutions in conjunction with
branded hardware and software vendors and point-to-point IT logistics services.
Services include maintenance agreements and warranty support that accompany
purchases from OEM"s, assembly of ICT equipment to customer requirements and the
assembly of the ALC range of desktop personal computers for Hewlett Packard.
The division also provides card printing solutions including a full range of PVC
identity card printers, related consumables and spare parts.
Integrated Card Solutions delivers high-end solutions where security and IT
converge. Products and services include card based solutions to government and
the private sector including bank cards, loyalty cards, smart cards, secure
recharge scratch vouchers for mobile, cellular and fixed line telecommunication
networks as well as providing mobile network fulfilment services of start-up
packs and sim cards.
FORECAST INCOME STATEMENTS
The forecast income statements of Simeka BSG for the financial years ending 31
May 2006 and 31 May 2007, the preparation of which is the responsibility of the
directors, are set out below.
The forecasts have been examined by PKF (Jhb) Inc. and their independent
reporting accountants report thereon is included in the revised listing
particulars which has been sent to shareholders.
The historical and forecast income statements for Simeka BSG are as follows:
Audited Forecast for Forecast for
results for the year the year
the year ending 31 May ending 31 May
ended 31 May 2006 (R 2007 (R
2005 (R 000"s) 000"s)
000"s)
Revenue 93 844 315 176 519 359
Earnings before interest, 16 624 44 943 78 974
taxation, depreciation and
amortisation
Depreciation 722 4 111 7 723
Interest received 229 376 415
Finance costs 141 3 031 4 053
Profit before tax 15 990 38 177 67 613
Taxation 4 569 11 120 19 379
Net profit after tax 11 421 27 057 48 234
Attributable to outside 592 1 572 2 800
shareholders
Attributable earnings 10 829 25 485 45 434
Weighted average shares in 150 664 295 172 411 007
issue and to be issued ("000)
Headline earnings per share 7.1 8.6 11.0
(cents)
Reconciliation of headline
earnings
Attributable earnings 10 829 25 485 45 434
Profit on disposal of property (86) - -
plant and equipment
Headline earnings 10 743 25 485 45 434
Main assumptions
Revenue is based on the existing operations of companies in the group and only
organic growth is assumed post the acquisitions referred to in 0 above.
The specific issue of shares for cash (as announced on SENS on 23 November
2005), the increase from 51% to 100% of Waymark Consulting, the acquisition of
MICT, Mithratech and Simeka Consulting are assumed to be effective from 1
December 2005.
Within the next few months, the company, in terms of its general authority to
issue shares for cash, will issue 20 million shares at 50 cents per share,
thereby raising R10 million, the majority of which will be used to settle the
cash consideration due to Simeka Consulting.
No infrastructure savings or group rationalisations have been taken into account
in forecasting the expenses.
DIRECTORS, COMPANY SECRETARY AND REGISTERED OFFICE
The board of directors of the company will be:
Director Age Qualification Address
Dr Popo Simon 53 5 Wilde Road,
Molefe (non- Noordheuwel Ext 4,
executive Krugersdorp
chairperson)
Muthanyi Robinson 37 Masters degree in 906 Ashby Estate,
Ramaite* (non- public and 212 Bowling Avenue,
executive director) development Woodmead
management,
B.Juris
Barry Henry Fraser* 37 BA (Hons) 4A Atkinson Place,
(Non-executive Development Bedfordview
director) Studies, Master
of Management,
Public and
Development
Management
Tozamile Botha* 57 M.Phil in 8 Milkyway Avenue,
(Non-executive Political Science Linbro Business
director) and a Diploma in Park, Frankenwald
Development Ext 3
Administration
and Financial
Management
James Henry Murray 38 15 Lighthelm Place,
(Joint Chief Meyersdal, Alberton,
Executive Officer) 1448.
Mohammed Suliman 36 B Comm, B Acc 8 Milkyway Avenue,
Varachia* (Hons) CA (SA) Linbro Business
(Joint Chief Park, Frankenwald
Executive Officer) Ext 3
Kamal Ramsingh* 38 BSC Masters in 342 Minnesota Road,
(Executive Leadership Faerie Glen,
Director) Pretoria
Pieter Arnold 37 B Comm, B Acc 65 Bronk Lane,
Johnston (Hons) CA (SA) Bronkhorstfontein.
(Financial
Director)
Kobote Johanna 43 5 Wilde Road,
Molefe Noordheuwel, Ext 4
(Group Marketing Krugersdorp
Director)
Surendranath Singh* 46 Masters of 8 Milkyway Avenue,
(Chief Financial Information Linbro Business Park
Officer) Technology Frankenwald Ext 3
Management, a
Masters of
Business
Administration
and CIS and an
Advanced Business
Programme
Madoda Papiyana* 32 National Diploma 8 Milkyway Avenue,
(Group Human in Human Linbro Business Park
Resources Director) Resources Frankenwald Ext 3
Management
All directors are South African
* Subject to the fulfilment of conditions relating to the
acquisition of MICT and Simeka Consulting
The company secretary is:
MoreStat Corporate Services (Pty) Limited
(Registration number: 2000/015549/07)
Suite 103, 202 Esselen Street Sunnyside, 0002
(PO Box 30387, Sunnyside, 0002)
The registered office of the company is:
Unit A1001,
1st Floor
6 Protea Place
South Block
Protea Road
Sandton Central
2196
(PO Box 5420, Meyersdal, Alberton, 1447)
LISTING ON THE JSE
The JSE Limited ("JSE") has approved the listing of 145 million ordinary shares
on the Alternative Exchange for the acquisition of MICT and Mithratech, subject
to the fulfilment of conditions precedent to the acquisition of MICT and
Mithratech. Subject to the aforegoing, the listing of the shares is expected to
be effective during December 2005.
COPIES OF THE REVISED LISTING PARTICULARS
Copies of the revised listing particulars, in English, may be obtained at the
following addresses during normal business hours:
The registered office of the company - Unit A1001, 1st Floor, 6 Protea Place,
South Block, Protea Road, Sandton Central, 2196;
The offices of Java Capital (Pty) Limited - 2 Arnold Road, Rosebank, 2196; and
The offices of Ultra Registrars (Pty) Limited - Fifth Floor, 11 Diagonal Street,
Johannesburg, 2001.
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
Designated advisor, corporate advisor and legal advisor to Xantium
Java Capital (Proprietary) Limited
Corporate advisor to MICT and Mithratech
Java Capital (Proprietary) Limited
Auditors and reporting accountants to Xantium
PKF (Jhb) Inc.
Reporting accountants to Mithratech
PKF (Jhb) Inc.
Legal advisor to MICT and Mithratech
Alex Evan Attorneys Inc.
Reporting accountants to MICT
Gobodo Inc.
Date: 23/11/2005 08:15:19 AM Produced by the JSE SENS Department
