SDH
SDH - Securedata Holdings Limited - Posting of circular and notice of General
Meeting
SECUREDATA HOLDINGS LIMITED
Incorporated in the Republic of South Africa
(Registration number 1998/010017/06)
Share code: SDH ISIN: ZAE000096368
("SecureData" or "the Company")
POSTING OF CIRCULAR AND NOTICE OF GENERAL MEETING
1 POSTING OF CIRCULAR
Further to the announcement released on SENS on 3 May 2012, shareholders are
hereby advised that the circular containing full details of, inter alia, the
disposal to SDH Bidco Limited by SecureData of its 80.8% interest in the share
capital of, and all the Loan Stock issued to it by, SDH UK Limited for the
SecureData Consideration, being GBP14 504 007 ("SDH UK Disposal"), as well as a
notice to convene a general meeting of SecureData shareholders in order to
consider and, if deemed fit to pass, with or without modification, the
resolutions necessary to approve and implement, inter alia, the SDH UK Disposal,
has been distributed today, 1 June 2012.
2 NOTICE OF GENERAL MEETING
Notice is hereby given that the general meeting of shareholders of SecureData
will be held at 10:00 on Friday, 29 June 2012 at the registered office of
SecureData, Nicol Main Office Park, 4 Bruton Road, Bryanston, 2021, to conduct
the business stated in the notice of general meeting, which is contained in the
circular.
The board of directors of SecureData determined that, in terms of section
62(3)(a), as read with section 59 of the Companies Act, 2008 (Act 71 of 2008),
the record date for the purposes of determining which shareholders of SecureData
are entitled to participate in and vote at the general meeting is Friday, 22
June 2012. Accordingly, the last day to trade SecureData shares in order to be
recorded in the Register to be entitled to vote will be Friday, 15 June 2012.
3 EFFECTIVE DATE
Shareholders are advised that the effective date of the SDH UK Disposal is 2 May
2012, and not 30 April 2012 as set out in the announcement dated 3 May 2012.
4 PRO FORMA FINANCIAL EFFECTS
Shareholders are hereby notified of the final pro forma financial effects as set
out in the circular.
The table below sets out the unaudited pro forma financial effects of the SDH UK
Disposal on SecureData's earnings per share, headline earnings per share, net
asset value per share and tangible net asset value per share.
The unaudited pro forma financial effects have been prepared to illustrate the
impact of the SDH UK Disposal on the reported financial information of
SecureData for the six months ended 31 January 2012, had the SDH UK Disposal
occurred on 1 August 2011 for statement of comprehensive income purposes and on
31 January 2012 for statement of financial position purposes.
The unaudited pro forma financial effects have been prepared using accounting
policies that comply with IFRS and that are consistent with those applied in the
audited results of SecureData for the twelve months ended 31 July 2011 as well
as the reviewed results for the six months ended 31 January 2012.
The unaudited pro forma financial effects which are the responsibility of the
directors are provided for illustrative purposes only and, because of their pro
forma nature may not fairly present SecureData's financial position, changes in
equity, results of operations or cash flow.
Before the After the %
SDH UK SDH UK chang
Disposal Disposal e
Basic earnings per share 3.9 (0.4) (111)
(cents)
Headline earnings per share 3.9 (0.4) (111)
(cents)
Net asset value per share 70.5 76.7 9
(cents)
Tangible net asset value per 0.1 58.0 41
share (cents) 456
Weighted average number of 228 395 228 395 -
shares in issue (000's)
Total number of shares in issue 246 320 246 320 -
(000's)
Notes:
1 The amounts in the "Before the SDH UK Disposal" column have been extracted
from the reviewed interim results of SecureData for the six months ended 31
January 2012.
2 The amounts in the "After the SDH UK Disposal" column reflect the financial
effects of the SDH UK Disposal on SecureData.
3 The effects on basic earnings per share and headline earnings per share are
calculated based on the assumption that the SDH UK Disposal was effected on
1 August 2011.
4 The effects on net asset value per share and tangible net asset value per
share are calculated based on the assumption that the SDH UK Disposal was
effected on 31 January 2012.
1 June 2012
Sponsor
Merchantec Capital
Date: 01/06/2012 17:26:00 Produced by the JSE SENS Department.
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