| Mon 4 Dec 2006, 17:30 | | Datapro - Pro forma financial effects and renewal |
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DTP
DTP
Datapro - Pro forma financial effects and renewal of related cautionary
Datapro Group Limited
(Incorporated in the Republic of South Africa)
(Registration number 1998/016433/06)
Share code: DTP
ISIN: ZAE000058061
("DataPro Group" or "the Company")
Pro forma financial effects of a proposed transaction in respect of Orion
Telecom Investment Holdings (Proprietary) Limited ("Orion") and renewal of
related cautionary announcement
1. INTRODUCTION
Further to the detailed cautionary announcement published on SENS on 15
November 2006 whereby DataPro Group will acquire 100% of the shares in and
loan account claims against Orion with effect from 1 December 2006 from the
shareholders of Orion ("the Vendors"), subject to all the necessary approvals
being obtained (the "Proposed Transaction"), the directors advise of the pro
forma financial effects of the Proposed Transaction below.
The purchase price of R380 million ("the Purchase Price") is to be settled
partly in cash and partly by way of a placement of DataPro Group shares to the
Vendors ("Vendor Shares"), which in turn DataPro Group will be obliged to
place in the market by way of a vendor placement. The split of cash to Vendor
Shares, as well as the issue price of the shares ("Issue Price"), is still to
be determined based on the amount of loan funding to be raised.
2. CONDITIONS PRECEDENT
The Proposed Transaction remains subject to conditions precedent usually
associated with a transaction of this nature, including all necessary
approvals.
3. PRO FORMA FINANCIAL EFFECTS
Set out in the table below are the pro forma financial effects of the Proposed
Transaction, which have been prepared for illustrative purposes only, to
provide information about how the Proposed Transaction might have affected the
financial information presented. The pro forma financial effects, because of
their nature, may not give a true reflection of the financial position of
Datapro Group.
Before the After the Percentage
Proposed Proposed change (%)
Transaction Transaction
(cents per (cents per
Datapro Datapro
Group share) Group share)
Earnings 2.25*(i) 5.13*(ii) 128.00
Headline Earnings 2.11*(i) 5.05*(ii) 139.34
Net asset value 39.81(iii) 55.178 (iv) 40.12
Tangible net asset value 3.93(iii) (11.51)(iv) (392.88)
*: includes only two months" earnings from Definity Telecommunications
(Proprietary) Limited.
Notes:
i) The earnings and headline earnings per Datapro Group share, as set
out in the "Before" column of the table, are based upon the audited
financial results of Datapro Group for the twelve months ended 31
August 2006 from which the reviewed results for the six months ended
28 February 2006 were deducted and 365,916,992 weighted average
number of Datapro Group shares in issue.
ii) The earnings and headline earnings per Datapro Group share, as set
out in the "After" column of the table, are based upon the audited
financial results of Datapro Group for the twelve months ended 31
August 2006 from which the reviewed results for the six months ended
28 February 2006 were deducted, including the unaudited results of
Orion for the six months ended 31 August 2006 as per management
accounts, and 639,726,516 weighted average number of Datapro Group
shares in issue and the assumptions that:
- the Proposed Transaction was effective from 1 March 2006;
- the Purchase Price was settled on 1 March 2006 with R150
million cash ("the Cash Portion of the Purchase Price") and the
issue of 280,487,805 Vendor Shares at 84 cents per Datapro
Group share, being the closing share price on Friday, 1
December 2006;
- the Cash Portion of the Purchase Price was borrowed at an
interest rate of prime less 2%;
- the effective tax rate is 29%;
- there were no additional costs incurred relating to the
Proposed Transaction; and
- there was no impairment of the goodwill arising from the
Proposed Transaction.
iii) The net asset value and tangible net asset value per Datapro Group
share, as set out in the "Before" column of the table, are based
upon the audited balance sheet of Datapro Group at 31 August 2006
and 483,811,921 Datapro Group shares in issue.
iv) The net asset value and tangible net asset value per Datapro Group
share, as set out in the "After" column of the table, are based upon
the audited balance sheet of Datapro Group at 31 August 2006,
including the unaudited balance sheet of Orion at 31 August 2006 as
per management accounts, and 757,621,445 number of Data Group shares
in issue and the assumptions that:
- the Proposed Transaction was effective 31 August 2006;
- the Cash Portion of the Purchase Price was R150 million and
280,487,805 Vendor Shares were issued at 84 cents per Datapro
Group share, being the closing share price on Friday, 1
December 2006; and
- the Purchase Price was settled on 31 August 2006.
4. CIRCULAR TO SHAREHOLDERS
A circular to shareholders of Datapro Group ("Datapro shareholders") will be
issued in due course and will, inter alia, include pro forma financial effects
based on Orion"s reviewed interim financial results for the six months ended
31 August 2006.
5. RENEWAL OF CAUTIONARY ANNOUNCEMENT
A further announcement will be made on SENS as soon as the split of the
Purchase Price between cash and Vendor Shares, the issue price of the shares
and any of the conditions precedent have been fulfilled or waived, as the case
may be. Accordingly, DataPro Group shareholders are advised to exercise
caution when trading in their securities until such time as a further
announcement is made.
In accordance with AltX Listings Requirements, DataPro Group shareholders are
advised of the risks of investing in a company listed on AltX and that the JSE
does not guarantee the viability or the success of a company listed on AltX.
In terms of 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 a
Designated Advisor it must make arrangement 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 minorities.
Johannesburg
05 December 2006
Corporate Advisor to DataPro Group
Metier Advisory (Proprietary) Limited
Designated Advisor to DataPro Group
Arcay Moela Sponsors
Attorneys to the Vendors
Matisonn Fury Inc
Date: 04/12/2006 05:30:08 PM Produced by the JSE SENS Department
