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ERP
ERP
ERP.Com Holdings Limited - Disposal of customised solutions
ERP.COM HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1998/010017/06)
Share code: ERP & ISIN code: ZAE000043493
("ERP.com" or "the company")
DISPOSAL OF CUSTOMISED SOLUTIONS (PROPRIETARY) LIMITED ("CUSTOMISED SOLUTIONS")
1. Introduction
ERP.com shareholders are advised that ERP.com has entered into an agreement
dated 1 November 2006 to dispose of Customised Solutions (sellers of computer
hardware and software), a wholly-owned subsidiary of ERP.com ("the disposal"),
with effect from 1 September 2006, to Mr John Steyn and Mrs Jennifer Steyn.
2. Rationale for the disposal
The disposal is in line with ERP.com"s strategy to dispose of those operations
that do not support its Information Risk Management strategy as stated in
ERP.com"s reviewed financial results for the year ended 31 July 2006, released
on SENS on Monday, 2 October 2006.
3. Consideration for the disposal
The consideration for the disposal is R1.5 million which will be settled by the
transfer of 1 034 482 ERP.com shares at an agreed valued of R1.45 per share,
which will be held by a subsidiary of ERP.com as treasury shares.
4. Financial effects of the disposal
The unaudited pro forma financial effects of the disposal on ERP.com"s earnings
per share ("EPS"), headline earnings per share ("HEPS"), net asset value ("NAV")
and tangible net asset value ("NTAV") per share are set out below. This
unaudited pro forma financial information has been prepared for illustrative
purposes only and because of its nature may not give a fair reflection of
ERP.com"s financial position and results of operations, nor the effect and
impact of the disposal going forward, and is the responsibility of ERP.com"s
directors.
Before (1) After (2) Change
(%)
EPS 12.6 13.3(3) 5.6
HEPS 12.6 12.7(3) 0.8
NAV 33.0 33.3(4) 0.5
NTAV 31.2 31.7(4)
Number of shares for EPS and 159 123 977 158 089 495
HEPS purposes
Number of shares for NAV and 156 259 298 155 224 816
NTAV
Notes:
1. Based on the reviewed published results for the year ended 31 July
2006.
2. Based on the assumption that the disposal took place on 1 August 2005
for income statement purposes and 31 July 2006 for balance sheet
purposes.
3. EPS and HEPS have been adjusted to exclude the consolidated loss
attributable to ERP.com from Customised Solutions for the year ended
31 July 2006 of R107 524.
4. Based on the assumption that the disposal was effected on 31 July 2006
and taking into account the profit on the sale of Customised Solutions
of R897 750 after Capital Gains Taxation.
5. Conditions precedent
All conditions precedent relating to the disposal have been fulfilled.
6. Related party transaction
As Mr John Steyn and Mrs Jennifer Steyn are currently directors of Customised
Solutions, the disposal is a "small related party transaction" in terms of the
JSE Limited Listings Requirements.
ERP.com has therefore appointed KPMG Services (Proprietary) Limited ("KPMG") as
an independent professional expert to review the terms and conditions of the
disposal.
KPMG has reviewed the terms and conditions of the disposal and is of the opinion
that these terms and conditions are fair and reasonable to ERP.com shareholders.
KPMG has expressed this opinion in writing and such opinion will be available
for inspection at ERP.com"s registered office, SecureData House, Medscheme
Office Park, 10 Muswell Road South, Bryanston from 8 December 2006.
Johannesburg
8 December 2006
Sponsor
Nedbank Capital
Independent professional expert
KPMG Services (Proprietary) Limited
Date: 08/12/2006 11:27:07 AM Produced by the JSE SENS Department
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