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IDE - Ideco Group Limited - Finalisation information and withdrawal of cautionary announcement Ideco Group Limited Incorporated in the Republic of South Africa Registration number 2001/023463/06 Share code: IDE ISIN code: ZAE000107579 ("Ideco" or "the Company") FINALISATION INFORMATION RELATING TO THE DISPOSAL OF IDECO BIOMETRIC SECURITY SOLUTIONS (PROPRIETARY) LIMITED AND WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT 1. INTRODUCTION Shareholders are referred to the announcement released on SENS on 22 September 2011 regarding the proposed disposal by Ideco of its shares in and claims against Ideco Biometric Security Solutions (Proprietary) Limited ("IBSS") to Mr Marius Coetzee for a consideration of R20 200 000("the disposal"). 2. PRO FORMA FINANCIAL EFFECTS The table below sets out the unaudited pro forma financial effects of the disposal based on the assumption that the disposal took place with effect from 1 September 2010 for basic and headline earnings per share purposes and on 28 February 2011 for net asset value per share and tangible net asset value per share purposes. The unaudited pro forma financial effects are presented for illustrative purposes only and, because of their nature, may not fairly present Ideco`s financial position or the results of the operations after the disposal has been implemented. The unaudited pro forma financial effects are the responsibility of the directors of Ideco. Before After the Percenta the disposal ge disposal (2) change (1)
Basic and diluted (loss) / (0.54) 2.26 519 earnings per share (cents) (3) Headline and diluted headline (0.54) (1.36) (152) loss per share (cents) (4) Net asset value per share 10.28 12.98 26 (cents) (5) Net tangible asset value per (19.68) (15.47) 21 share (cents) (5) Weighted average number of 202 222 202 222 - shares in issue (000`s) Number of shares in issue 202 222 202 222 - (000`s) Notes 1. The financial information as set out in the "Before the disposal" column has been extracted without adjustment from the unaudited published interim results of Ideco for the period ended 28 February 2011; 2. The financial information as set out in the `After the disposal` column has been based on the financial information as set out in the previous column having been adjusted for the effects of the disposal. 3. The basic and diluted (loss) / earnings per share and the headline and diluted headline loss per share as set out in the "After the disposal" column are based on Ideco`s unaudited interim statement of comprehensive income for the six months ended 28 February 2011, the reviewed interim statement of comprehensive income for IBSS for the same period and the assumptions that: a.) the disposal took place on 1 September 2010; b.) the interest-free portion of the purchase consideration was present-valued at a discount rate of 10% in order to calculate the profit on disposal of the sale assets
amounting to R7 330 813; c.) interest accrued on the outstanding purchase consideration at a rate of 10% per annum, compounded monthly; d.) transaction costs of R695 000 were paid; e.) no income tax accrued on the interest received as IBSS has an assessed loss; f.) deferred tax has been raised in respect of capital gains tax accrued at a rate of 14%; and
g.) the reversal of the trading results of IBSS referred to above will have a continuing effect on the Company. All other adjustments are once-off adjustments. 4. The pro forma headline and diluted headline loss per share has been adjusted to exclude the group profit on disposal as referred to above; 5. the pro forma net asset and net tangible asset value per share has been adjusted to include the following: a.) deconsolidation of IBSS from the group; b.) transfer of property, plant and equipment to the value of R202 063 from Ideco to IBSS in terms of the sale agreement;
c.) de-recognition of the loan claim owing by IBSS to Ideco; d.) deferred purchase consideration at fair value amounting to R19 260 930 being raised as a receivable; and e.) transaction costs of R695 000 were settled in cash as and when due. 3. GENERAL MEETING AND CIRCULAR In terms of paragraph 21.10 of the JSE Listings Requirements, the disposal is categorised as a category 1 transaction and therefore shareholder approval is required. A circular will be sent to shareholders on or about Thursday, 17 November containing a notice of general meeting to be held on Thursday, 15 December 2011. 4. SALIENT DATES AND TIMES The salient dates and times pertaining to the disposal are as follows. 2011 Last day to trade to be eligible to vote at the Friday, 2 December general meeting Record date in relation to the general meeting Friday, 9 December Last date to lodge an instruction requesting to Tuesday, 13 December participate at the general meeting via electronic participation at 12:00 on Last day to lodge forms of proxy in respect of the general meeting by 12:00 (see note 2 below) Tuesday, 13 December General meeting to be held at 12:00 on Thursday, 15 December Results of the general meeting released on SENS on Thursday, 15 December NOTES 1. The abovementioned dates and times are subject to amendment. Any such amendment will be released on SENS. 2. Shareholders who have not lodged their form of proxy by this time may lodge them with the chairman at any time prior to the commencement of the general meeting. 5. WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT The cautionary announcement published on 22 June 2011, and renewed thereafter on 15 August 2011 and 19 September 2011 is hereby withdrawn. For and behalf of the board. Bryanston 4 November 2011 Designated Advisor QuestCo Sponsors (Pty) Limited Date: 04/11/2011 09:55:00 Supplied by www.sharenet.co.za Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.
