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ZLT
ZLT
Zeltis/Corvus - Disposal of the existing business of Zeltis and Cautionary
Zeltis Holdings Limited
(Registration No: 1946/0021141/06)
("Zeltis")
JSE CODE: ZLT - ISIN CODE: ZAE000037297
CORVUS CAPITAL INC.
(Company number 367829)
("Corvus")
AIM CODE: CVS - ISIN CODE: VGG2440D1087
ANNOUNCEMENT IN REGARD TO THE PROPOSED DISPOSAL OF THE EXISTING BUSINESS OF
ZELTIS AND A CAUTIONARY ANNOUNCEMENT
Imara Corporate Finance (South Africa) (Pty) Limited is authorised to announce
the following:
1. Disposal of Business
Pursuant to the change of control of Zeltis and the closing of the
mandatory offer, Corvus Capital Inc. now owns 50.3% of the issued share
capital, as announced on Monday, 16 January 2006. Zeltis has registered the
special resolution to change its name to Corvus Capital (SA) Holdings
Limited but such name change will only be effective on the JSE from Monday,
13 February 2006.
The existing business of Zeltis has become non-core to the future strategy
of Zeltis and accordingly, the directors of Zeltis have decided to dispose
of the whole of the existing business.
The Board of Directors has decided that it would be in the best interests
of all parties that the Company proceeds with its newly stated objectives
of finding appropriate assets for Zeltis and to dispose of those non-core
assets as soon as possible.
A new disposal agreement has been concluded with Rodney Norman McLeod or
his nominee ("RNM") to sell all the assets and liabilities of Zeltis to him
for an amount of R1 million payable in cash, provided that in the event
that RNM is unable to sell the book of the Denverdraft Group for an amount
greater than R7,5 million (the top of the range of the BDO valuation), and
sells it for a lesser amount, then the selling price will be adjusted
downwards to the minimum of R250,000.
This disposal agreement is effective from today subject to the resolutive
condition that Zeltis shareholders approve the Sale in a general meeting.
Once the assets are sold and the cash realised is R1 million, Zeltis will
fall within the JSE definition of a Cash shell and be subject to the
appropriate rules.
2. Financial Effects of the Corvus Offer and the Disposal
The table below, which has been prepared for illustrative purposes only and
is the responsibility of the Zeltis directors, sets out the financial
effects of the disposal on a shareholder holding one Zeltis share, both
before and after the disposal.
Before the After the
Disposal Disposal
% Change
Net asset value per share (cents) (5.4) (1) 1.26 (3)
123.3
Net tangible asset value per (5.4) (1) 1.26 (3)
share (cents) 123.3
Profit per share (cents) 4.7 (2) 0.04 (4) (99.1)
Headline loss per share (cents) (5.10) (2) 0.04 (4)
100.8
Notes:
1. Based on the latest published audited balance sheet at 30 June 2005.
2. Based on the latest published audited results for the 12 months ended 30
June 2005.
3. Represents the net asset and tangible asset value of Zeltis after the sale
of all the assets for the disposal consideration of R1 000 000 and interest
received thereon.
4. Represents the after-tax yield that a shareholder would have earned had an
amount equivalent to the disposal consideration of R1 000 000 been invested
at a call rate of 5%, for the 12 months ended 30 June 2005, with a company
tax rate of 29%.
3. Cautionary Announcement
As the salient dates have not yet been announced, shareholders are advised
to exercise caution when dealing in their Zeltis shares on the JSE until a
further announcement is made.
4. Circulars
A circular to shareholders incorporating the terms and conditions and
information relating to items 1 and 2 above is in the process of being
drafted and will be dispatched to shareholders in due course.
Johannesburg
25 January 2006
Sponsor
Imara Corporate Finance South Africa (Pty) Ltd
Date: 25/01/2006 05:14:59 PM Produced by the JSE SENS Department
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