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ITG
ITG
Integrear - Disposal of The Remaining Business; Re-Issue of Interim Results
Suspension of listing; and Cautionary Announcement
INTEGREAR LIMITED
(Registration number: 1989/001319/06)
Share Code: ITG
ISIN: ZAE000027231
("Integrear" or "the Company")
ANNOUNCEMENT TO SHAREHOLDERS REGARDING:
DISPOSAL OF THE REMAINING BUSINESS OF INTEGREAR;
RE-ISSUE OF INTERIM RESULTS ANNOUNCEMENT; AND
CAUTIONARY ANNOUNCEMENT
Introduction
Shareholders are referred to the announcement dated 13 February 2006 where the
Company advised that it has sold the Zeus business of Intergrear Indicum
(Proprietary) Limited, and are advised that Integrear has entered into an
agreement on 26 April 2006 with Emerge Africa Process Solutions (Proprietary)
Limited ("Emerge"), in terms of which Integrear sold the Business Process
Management ("BPM") business of Integrear Systemflo (Proprietary) Limited
("Systemflo") to Emerge for a total consideration of R2 319 700.
The effective date of the transaction is 1 May 2006.
The sale of BPM, the last remaining operational business of Integrear, concludes
the process initiated by the directors of Integrear in 2005 (and outlined in the
results announcement dated 29 September 2005 and 31 March 2006) to dispose of
all the businesses of Integrear.
BPM Business
The BPM business provides organisations with the ability to manage work in a
digital manner according to business workflow processes. BPM services customers
in the cellular, financial and tertiary education markets.
Rationale
The previous focus on BPM based credit management solutions, stemming from past
successes in the lending industry, did not gain market acceptance and has placed
the growth of the business under pressure. Refocusing the business would
require a large investment associated with a high level of uncertainty therefore
making the risk for Integrear unacceptably high.
Settlement of the sale consideration
The consideration payable by Emerge will be settled as follows:
* R 1 077 334 in cash by 31 May 2006; and
* R 1 242 366 by way of the assumption of liabilities of Systemflo by Emerge.
The directors are considering various options with regard to the utilisation of
the cash proceeds and will revert back to shareholders in due course.
Interim results to 31 December 2005 and Cautionary announcement
It has come to the intention of the directors that the interim results for the
six months ended 31 December 2005, published on 31 March 2006, contains
materially incorrect financial information, due to the accounting treatment of
the previous disposals of businesses. The directors and auditors are in the
process of reviewing and restating the interim results and will re-issue the
said results as soon as possible. In the meantime the directors have requested
the JSE to suspend trading in the company"s shares until further notice.
Shareholders are therefore advised to exercise caution in dealing in their
Integrear shares until such time that the Company released the restated interim
results.
Financial effects of the disposal
Due to the restatement of the interim results of Integrear, the financial effect
of the disposals on Integrear cannot be disclosed, but will be included in the
restated results announcement.
Category 1
The disposal of BPM is classified as a Category 1 transaction and therefore
requires the approval of shareholders in general meeting. A circular containing
detail of the disposal will be posted to shareholders within 28 days from the
date of this announcement.
Centurion
5 May 2006
Sponsor
Exchange Sponsors (Pty) Limited
Date: 05/05/2006 05:05:06 PM Produced by the JSE SENS Department
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