| Thu 26 Apr 2007, 15:59 | | VER - Vestor - Acquisition of SCS and Renewal of C |
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VER
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VER - Vestor - Acquisition of SCS and Renewal of Cautionary Announcement
VESTOR INVESTMENTS LIMITED
(formerly Vesta Technology Holdings)
(Incorporated in the Republic of South Africa)
(Registration number 1998/015580/06)
Share code: VER & ISIN: ZAE000089595
("Vestor" or "the Company")
ACQUISITION OF STRUCTURED CONNECTIVITY SOLUTIONS (PROPRIETARY) LIMITED ("SCS")
AND RENEWAL OF CAUTIONARY ANNOUNCEMENT
ACQUISITION OF SCS
Introduction
Further to the announcement of the acquisition of ConvergeNet SA (Proprietary)
Limited ("ConvergeNet SA") and renewal of cautionary announcement on 24 April
2007, shareholders are further advised that Adage Technology Fund SA Limited
("Adage") has negotiated the conclusion of an agreement dated 25 April 2007 in
terms of which Vestor will acquire, from David Braine (the "Vendor"), 51% of the
issued share capital in and claims against, SCS ("the Acquisition").
Background to SCS
SCS was established in January 2002 as a full solutions information technology
Company dedicated to the consultancy, design and turnkey project management of
business IT solutions. These solutions include all ICT Infrastructure projects,
including multi service network solutions, facilities for ICT environments,
environmental control and monitoring solutions for ICT facilities and support
and maintenance thereof.
Many of South Africa`s leading companies, state and parastatel organisations are
amongst SCS customers. SCS is comprised of experienced industry specialists
with core competency in account management, design consultancy and turnkey
project management.
Rationale
The Vestor Group of companies intends delivering turnkey project solutions,
ancillary support and managed services to the Middle Eastern, African and
Southern African markets. The acquisition of SCS is in line with the Group`s
strategy to acquire appropriate vehicles with which to achieve its vision of
positioning itself as a significant ICT industry player.
SCS was acquired for, amongst others, its ICT Infrastructure project and multi
discipline project management and solutions competence. After the finalisation
of Vestor`s intended acquisitions, SCS will form part of the Group`s turnkey
project business.
Terms of the Acquisition
The effective date of the acquisition is 01 March 2007. The purchase
consideration price payable to the Vendor for the SCS Equity and Claims is R11
200 000 and is to be discharged by Vestor through the issue of 70 000 000 new
Vestor Shares at 16 cents per share to the Vendor.
The acquisition is subject to the following conditions precedent;
- the approval of the acquisition, if required, by various Regulatory
Authorities and in terms of the JSE Listing Requirements for the conclusion
and implementation of the acquisition by no later than 31 July 2007; and
- approval by shareholders in general meeting.
The acquisition is subject to the normal terms and warranties usual for a
transaction of the nature contemplated.
Subject to the implementation of the acquisition, SCS`s Articles of Association
will be amended to conform to the Articles of Association of a listed Company in
terms of the JSE Listings Requirements.
In addition, the Company is busy negotiating terms for the acquisition of other
companies as detailed below and further financial information and pro forma
financial effects of all the acquisitions will be announced in due course.
Shareholders are advised that the acquisitions will constitute a reverse
takeover and, in accordance with the JSE Listings Requirements, shareholders are
cautioned that the continued listing will be subject to the approval of the JSE.
CIRCULAR TO SHAREHOLDERS
A circular, which will incorporate, inter alia, full details of the SCS
acquisition, the ConvergeNet SA and remaining acquisitions, details of which
will be announced shortly, the proposed name change, the change in control and
offer to minority shareholders, will be posted to Vestor`s Shareholders after
the financial effects of all the acquisitions have been announced.
RENEWAL OF CAUTIONARY ANNOUNCEMENT
Further to the cautionary announcement dated 24 April 2007, shareholders are
advised that negotiations are still in progress regarding additional
acquisitions which, if successfully concluded may have a material effect on the
price of the Company`s securities. Accordingly, shareholders are advised to
continue exercising caution when dealing in the Company`s securities until all
announcements have been made and the financial information and consolidated pro
forma financial effects of all the acquisitions have been provided.
Johannesburg
26 April 2007
Sponsors
Arcay Moela Sponsors (Proprietary) Limited
Date: 26/04/2007 15:59:01 Produced by the JSE SENS Department.
