| Mon 27 Aug 2007, 15:39 | | SDH - SecureData Holdings Limited - Acquisition of |
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SDH
SDH
SDH - SecureData Holdings Limited - Acquisition of Sensepost (Pty) Limited
SecureData Holdings Limited
(Formerly known as ERP.com Holdings Limited)
(Incorporated in the Republic of South Africa)
(Registration number 1998/010017/06)
Share code: SDH ISIN: ZAE000096368
("SecureData" or "the company" or "the group")
ACQUISITION OF SENSEPOST (PTY) LIMITED ("SENSEPOST")
1 INTRODUCTION
SecureData shareholders are advised that SecureData has concluded an agreement
on 24 August 2007 for the acquisition of 100% of the issued share capital of
SensePost ("the transaction") for a purchase consideration of R32 000 000 ("the
purchase consideration").
The vendors are Luc Adrien Fernand de Graeve, Haroon Saleem Meer, Jaco van Graan
and Charl van der Walt.
2 THE TRANSACTION
2.1 Information relating to SensePost
SensePost specialises in the provision of information security assessment,
consulting, training and automated monitoring services to large organisations in
South Africa and internationally.
2.2 Rationale
In line with SecureData`s Information Risk Management ("IRM") strategy, the
company has identified the provision of IRM services as a key driver for the
group. SensePost is a highly regarded provider of specialised security services
to the local and international market.
Whilst SensePost will continue to operate as an independent company within the
SecureData group it is anticipated that the transaction will allow the group to
offer additional services to its existing customers by marketing the SensePost
services and technologies to business partners and customers, primarily in the
banking, telecommunications, healthcare and manufacturing industries. In
addition the acquisition adds depth to the group`s management and specialist
skills capacity.
2.3 Settlement of purchase consideration
The purchase consideration will be settled entirely in cash, the majority of
which is being financed externally.
2.4 Conditions precedent
All conditions precedent to the transaction have been settled.
2.5 Warranties
The transaction is subject to the normal warranties and indemnities relating to
transactions of this nature.
2.6 Financial effects of the transaction
The table below sets out the unaudited pro forma financial effects of the
transaction. The unaudited pro forma financial effects are presented for
illustrative purposes only and because of their nature may not give a fair
reflection of the company`s results and financial position, after the
transaction.
The unaudited pro forma financial effects have been compiled from the unaudited
consolidated financial statements for the six months ended 31 January 2007, and
are presented in a manner consistent with the format and accounting policies
adopted by SecureData and have been adjusted as described
in the notes hereto.
The directors of SecureData are responsible for the preparation of the unaudited
pro forma financial effects.
Before the After the Percentage
transaction transaction change
Earnings per share (cents) 6.9 8.0 15.9
Headline earnings per share (cents) 6.7 7.8 16.4
Net asset value per share (cents) 21.4 24.8 15.9
Net tangible asset value
per share (cents) 16.8 20.2 20.2
Notes:
1. The "Before the transaction" earnings per share and headline earnings
per share figures are based on the weighted average number of shares in issue
at 31 January 2007.
2. The adjustments to the earnings per share and headline earnings per
share are based on the weighted average number of shares in issue at 31
January 2007 and are stated assuming that the transaction is effective 1
August 2006.
3. For net asset value and tangible net asset value calculations, it is
assumed that the transaction is effective 31 January 2007 and based on the
actual number of shares in issue at 31 January 2007.
3 EFFECTIVE DATE
The effective date for the transaction is 1 July 2007.
4 CATEGORISATION OF THE TRANSACTION
In terms of the Listings Requirements of the JSE Limited, the transaction is
categorised as a Category 3 transaction. Accordingly, approval by SecureData
shareholders is not required.
Bryanston
27 August 2007
Sponsor
BJM Corporate Finance (Proprietary) Limited
Date: 27/08/2007 15:39:15 Produced by the JSE SENS Department.
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