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Acquisition of the Going Concern Business of Ceb Maintenance (Proprietary) Limited (“Ceb”) by Four Arrows Investments 202 (Proprietary) Limited (“Newco”), A Subsidiary Of UCS Solutions Holdings (Proprietary) Limited (“UCS Solutions”) Which is, in Turn, A Wholly-Owned Subsidiary Of UCS and Withdrawal Of Cautionary Announcement
1. Introduction Further to the announcement, dated 13 July 2005, in which shareholders were advised that, on 7 July 2005, UCS, UCS SOLUTIONS and NEWCO entered into an agreement (“the agreement”) with CEB to acquire the going concern business of CEB (“the transaction”), the financial effects of the transaction are set out below. 2. Financial effects The unaudited pro forma financial effects, for which the directors are responsible, are provided for illustrative purposes only to show the effect of the transaction on earnings, headline earnings, net asset value and net tangible asset value per share as if the transaction had taken effect on 1 October 2004 and 31 March 2005, respectively. Because of their nature, the unaudited pro forma financial effects may not give a true picture of the Group’s financial position and performance. The unaudited pro forma financial effects have been compiled from the unaudited consolidated financial statements for the six months ended 31 March 2005, adjusted as described in the notes below: Before the After the Movement transaction transaction (cents) (%) Headline earnings per share (cents) 5.7 6.3 0.6 10.5 Earnings per share (cents) 4.8 5.2 0.5 10.4 Net asset value per share (cents) 85.2 85.2 Net tangible asset value per share (cents) 35.2 24.8 (10.4) (29.6) Weighted average number of shares in issue (000’s) 239 540 239 540
Notes:
The pro forma financial effects in the “After the transaction” column are based on the following assumptions:
- the first instalment of R24 million due on the implementation date is financed by way of debt at a finance cost of 10.5%
per annum;
- the effect on net asset value and tangible net asset value per share is based on 239 627 000 shares in issue on
31 March 2005 and that the transaction had been implemented on 31 March 2005;
- the effect on earnings and headline earnings per share is based on 239 540 024 shares in issue during the period
from 1 October 2004 to 31 March 2005 and that the transaction was effected on 1 October 2004; and
- the effective tax rate of the acquiree is 29%.
3. Withdrawal of cautionary announcement As the financial effects of the transaction have now been disclosed, the cautionary announcement is withdrawn.
Johannesburg 29 July 2005
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