| Mon 28 May 2007, 17:00 | | VER - Vestor - Acquisition Of Sizwe Africa It Grou |
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VER
VER
VER - Vestor - Acquisition Of Sizwe Africa It Group (Proprietary) Limited
("Sizwe") 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 SIZWE AFRICA IT GROUP (PROPRIETARY) LIMITED ("SIZWE") AND
RENEWAL OF CAUTIONARY ANNOUNCEMENT
ACQUISITION OF SIZWE
Introduction
Further to the announcement of the acquisition of Structured Connectivity
Solutions (Proprietary) Limited ("SCS") and renewal of cautionary
announcement on 26 April 2007, shareholders are advised that Vestor
Investments Limited ("Vestor") has negotiated the conclusion of an
agreement dated 25 May 2007 in terms of which Vestor will acquire, from
Yellow Star Group Holdings (Proprietary) Limited (the "Vendor"), 51% of the
issued share capital in and claims against, Sizwe ("the Acquisition").
Background to Sizwe
The Sizwe IT Africa Group was established in 2002, after identifying a need
for a quality black-owned support and maintenance provider in the IT
sector.
Sizwe is the ICT services and solutions provider of choice to a wide
variety of private and public organisations. The company was recently
awarded a South African Government (SITA) term supply contract.
Comprehensive infrastructure services are provided, which includes project
management, hardware maintenance (break fix) and installations, moves, adds
and changes (IMAC). Sizwe also supplies a number of value added ICT
products and solutions to the local market.
Sizwe employs in excess of 500 people and has a country-wide service and
support capability.
Rationale
Vestor intends delivering turnkey project solutions, ancillary support and
managed services to the Middle Eastern, African and southern African
markets. The acquisition of Sizwe is in line with the Group`s strategy to
acquire appropriate vehicles through which to achieve its vision of
positioning itself as a significant ICT industry player.
Sizwe was acquired for its access to clients and markets, specialised
skills and capabilities and their ability to provide country-wide ICT
service and support in South Africa.
Sizwe`s project management competence, coupled with their appropriately
skilled human capital, will enable Vestor to service and support more
clients with an expanded support offering. The current Sizwe management
team will continue managing the Sizwe IT Group and it is expected that the
directors of Sizwe will join the Vestor Group Board.
The acquisition of Sizwe will enhance Vestor`s earnings and provide a good
platform for organic growth.
Terms of the Acquisition
The effective date of the acquisition is 01 March 2007. The purchase
consideration price payable to the Vendor for the Sizwe Equity and Claims,
is a maximum of R67 241 436 subject to audited results of Sizwe as at 28
February 2007 and is to be discharged by Vestor through the issue of 224
138 118 new Vestor Shares at 30 cents per share to the Vendor.
The acquisition is subject to the following conditions:
- the approval of the acquisition by the Competition Commission, if
required, in terms of the Competition Act 1998 (Act No. 89 of 1998);
- Regulatory Authorities and in terms of the JSE Listing Requirements
for the conclusion and implementation of the acquisition; and
- the approval by Vestor`s shareholders in a 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, Sizwe`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 finalising 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 Sizwe
acquisition, the ConvergeNet SA, the SCS 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 26 April 2007, shareholders
are advised that negotiations are still in progress for 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
28 May 2007
Sponsors
Arcay Moela Sponsors (Proprietary) Limited
Date: 28/05/2007 17:00:01 Produced by the JSE SENS Department.
