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CNL
CNL
CNL - Control Instruments Group Limited - Update to shareholders
CONTROL INSTRUMENTS GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1964/003987/06)
JSE Share Code: CNL
ISIN: ZAE000001665
("Control Instruments")
UPDATE TO SHAREHOLDERS
1. MERGER OF CI GROUP`S FLEET AND VEHICLE MANAGEMENT INTERESTS INTO TELIMATRIX
(PROPRIETARY) LIMITED ("MATRIX GROUP"), WHICH OWNS THE BUSINESS OF MATRIX
VEHICLE TRACKING (PROPRIETARY) LIMITED ("MATRIX") - DUE DILIGENCE
ACCEPTANCE
1.1 Control Instruments and Matrix Group have conducted their due diligence
investigations and both confirmed that they were satisfied with the outcome
of their investigations.
1.2 The first set of conditions precedent to the merger has therefore been
fulfilled.
1.3 The following key conditions precedent remain to be fulfilled:
1.3.1 receipt of Reserve Bank approval,
1.3.2. receipt of approval of the competition authority for the
implementation of the transaction,
1.3.3 approval by CI Group shareholders in general meeting of the disposal
of the CI fleet management business and the unbundling of shares.
1.4 Subject to JSE approval and fulfilment of the conditions precedent to the
agreement, Matrix Group is expected to be listed on the JSE during
September 2007.
2. ACQUISITION OF DISTRIBUTION RIGHTS AND THE FLEET TELEMATICS, DATA
MANAGEMENT AND COMMERCIAL VEHICLE OUTFITTING BUSINESSES (FM EUROPE,
DATATRAK UK AND ONE-STOP-SHOP) - TRANSFER OF FM EUROPE
2.1 The transfer of the Datatrak UK and One-Stop-Shop businesses from Siemens
VDO Trading have been successfully completed.
2.2 The transfer of the FM Europe business from Siemens VDO Trading will take
place on 1 July 2007.
3. ACQUISITION OF REMAINING 49% IN TRIPMASTER USA
3.1 Further to the acquisition by Control Instruments of 51% of the shares in
Tripmaster Corporation ("Tripmaster") which was announced on 10 March 2006,
Control Instruments has reached agreement with Richard M. Geib ("Geib"),
whereby Control Instruments has obtained an option to acquire the remaining
49% of the shares in Tripmaster Corporation ("Tripmaster") ("the remaining
shares") for US$3.2 million. Under the original share purchase agreement
Control Instruments had put options to buy the remaining 49% shares in
equal tranches over the next three years and Mr Geib had similar call
options. This agreement has now been amended to give Control Instruments
the option to acquire the remaining 49% of the shares in one lot.
3.2 Control Instruments received confirmation that the required Reserve Bank
approval has been obtained.
3.3 Control Instruments has notified Geib today that it has exercised the
option to purchase the remaining shares. The transaction will become
effective on or before 31 July 2007.
Cape Town
29 June 2007
Sponsor
Investec Bank Limited
Date: 29/06/2007 12:04:04 Produced by the JSE SENS Department.
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