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DISPOSAL OF SPECIALITY CHEMICAL BUSINESSES BY AECI

Release Date: 06/12/2000 07:27
Code(s): AFE AFEP
Wrap Text
AECI LIMITED
  (INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA)
  (REGISTRATION NUMBER 1924/002590/06)
  ("AECI")
DISPOSAL OF SPECIALITY CHEMICAL BUSINESSES BY AECI
1.  INTRODUCTION

FURTHER TO THE CAUTIONARY ANNOUNCEMENT DATED 26 OCTOBER 2000, CHASE IS AUTHORISED TO ANNOUNCE THAT, SUBJECT TO THE FULFILMENT OF THE CONDITIONS PRECEDENT REFERRED TO IN PARAGRAPH 5 BELOW, AGREEMENT HAS BEEN REACHED BETWEEN AECI AND CHEMICAL SERVICES LIMITED ("CHEMSERVE"), IN TERMS OF WHICH CHEMSERVE WILL ACQUIRE AS A SINGLE INDIVISIBLE TRANSACTION FROM AECI, EFFECTIVE 1 JANUARY 2001, AECI'S 80,1% INTEREST IN AECI COATINGS (PROPRIETARY) LIMITED ("AECI COATINGS") AS WELL AS THE BUSINESS OPERATIONS OF INDUSTRIAL URETHANES AND KYNOCHEM, AS GOING CONCERNS (COLLECTIVELY, "THE DISPOSAL").
AECI WILL NOT DISPOSE OF THE BUSINESS OPERATIONS OF AECI AROMA AND FINE CHEMICALS, AS REPORTED PREVIOUSLY IN THE CAUTIONARY ANNOUNCEMENT. 2. TERMS OF THE DISPOSAL
AECI WILL SELL TO CHEMSERVE ITS 80,1% INTEREST IN AECI COATINGS AND THE BUSINESS OPERATIONS, EXCLUDING LOANS AND CASH, OF KYNOCHEM AND INDUSTRIAL URETHANES ("THE DISPOSAL BUSINESSES"), AS GOING CONCERNS FOR AN ESTIMATED AMOUNT OF R275 MILLION, BUT SUBJECT TO A MAXIMUM AMOUNT OF R300 MILLION. THE FINAL AMOUNT TO BE RECEIVED PURSUANT TO THE DISPOSAL ("THE DISPOSAL
REALISATION") WILL BE DETERMINED WITH REFERENCE TO THE AUDITED NET ASSET VALUE AT 31 DECEMBER 2000 OF THE DISPOSAL BUSINESSES PLUS INTELLECTUAL PROPERTY AND GOODWILL OF R84 MILLION.
THE DISPOSAL REALISATION WILL BE SETTLED THROUGH THE ALLOTMENT AND ISSUE OF 8 000 000 NEW CHEMSERVE SHARES TO BE ISSUED AT R13,00 EACH, BEING THE AVERAGE PRICE AT WHICH CHEMSERVE SHARES TRADED ON THE JSE SECURITIES EXCHANGE SOUTH AFRICA ("JSE") DURING THE 30-DAY PERIOD PRIOR TO THE CAUTIONARY ANNOUNCEMENT DATED 26 OCTOBER 2000, WITH THE BALANCE OF THE DISPOSAL REALISATION BEING SETTLED IN CASH. 3. RATIONALE FOR THE DISPOSAL
OVER THE PAST TWO YEARS AECI HAS SOUGHT TO STREAMLINE AND REFOCUS ITS BUSINESS PORTFOLIO INTO MANAGED CLUSTERS OF SPECIALITY CHEMICALS, SPECIALITY FIBRES AND MINING SOLUTIONS. THE DISPOSAL BUSINESSES FALL WITHIN THE SPECIALITY CHEMICAL CLUSTER WHERE CHEMSERVE HAS AN ESTABLISHED RECORD OF EFFECTIVE PARENTING OF SUCH BUSINESSES. 4. FINANCIAL EFFECTS OF THE DISPOSAL FOR AECI
THE TABLE BELOW INDICATES THE FINANCIAL EFFECTS OF THE DISPOSAL ON THE ORDINARY SHARES IN AECI ("THE AECI SHARES") BASED ON UNAUDITED PUBLISHED INTERIM RESULTS FOR THE SIX-MONTH PERIOD ENDED 30 JUNE 2000:
BEFORE AFTER PERCENTAGE
THE DISPOSAL THE DISPOSAL CHANGE
(CENTS) (CENTS)
EARNINGS PER AECI SHARE 64 64 NIL
HEADLINE EARNINGS PER AECI SHARE 73 73 NIL
NET ASSET VALUE PER AECI SHARE 1 982 1 997 1 5. CONDITIONS PRECEDENT
THE DISPOSAL IS SUBJECT, INTER ALIA, TO THE FULFILMENT OF THE FOLLOWING CONDITIONS PRECEDENT:
* THE NECESSARY REGULATORY APPROVAL BEING RECEIVED FROM THE JSE;
* THE DELIVERY TO AND REVIEW BY CHEMSERVE OF THE AUDITED FINANCIAL STATEMENTS OF THE DISPOSAL BUSINESSES FOR THE YEAR ENDING 31 DECEMBER 2000; AND
* THE APPROVAL BY THE CHEMSERVE MINORITY SHAREHOLDERS IN A GENERAL MEETING TO ACQUIRE THE DISPOSAL BUSINESSES. SANDTON 6 DECEMBER 2000 SPONSORING BROKER CHASE
MEMBER OF THE JSE SECURITIES EXCHANGE SOUTH AFRICA

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