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ITG
ITG
Integrear Limited - Disposal Of Subsidiary
INTEGREAR LIMITED
(Registration number: 1989/001319/06)
Share Code: ITG
ISIN: ZAE000027231
("Integrear" or "the Company")
DISPOSAL OF THE ZEUS BUSINESS
Introduction
Shareholders are advised that Integrear has entered into an agreement with Zader
Municipal Services (Proprietary) Limited ("Zader") on 11 January 2006, in terms
of which Integrear sold the Zeus business of Integrear Indicium (Proprietary)
Limited ("Indicium") to Zader for a total consideration of R 1 250 000 in cash.
Indicium in terms of the agreement retains all other assets and liabilities.
After the completion of all the sale the proceeds will be distributed to
shareholders.
The effective date of the transaction is 1 December 2005.
Zeus Business
The Zeus business provides software solutions for municipalities to enable them
to collect outstanding monies.
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.
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 are the responsibility of the directors of
Integrear, and have been prepared by them 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 be a fair
presentation of the financial effects of the disposal.
Before After % Change
Disposal Disposal
EPS (3.78) (5.15) (36.24)
Headline EPS (3.78) (5.15) (36.24)
Net Asset Value 17.11 19.23 12.39
Net Tangible Asset Value 17.11 19.23 12.39
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 Zeus
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 Zeus business.
3. The impact of any adjustments that may be made in adopting IFRS have
not been taken into account in calculating the above financial
effects.
Category 2
Integrear has embarked on a process through which it intends to sell all three
its businesses. To date it has disposed of Integrear Abacus (Proprietary)
Limited effective 1 November 2005. The disposal of the Zeus, the second
business, is classified as a Category 2 transaction in terms of the Listings
Requirements of the JSE Limited. The JSE has ruled that, should Integrear not
sell its remaining business in the next 28 days that a circular be issued at
that stage dealing with the Zeus business disposal.
Centurion
13 February 2006
Sponsor
Exchange Sponsors (Pty) Limited
Date: 13/02/2006 05:05:05 PM Produced by the JSE SENS Department
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