| Wed 5 Sep 2007, 13:41 | | BFS - Blue - Acquisition of Bonus Finance and Rela |
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BFS
BFS
BFS - Blue - Acquisition of Bonus Finance and Related Businesses
Blue Financial Services Limited
(Registration number 1996/006595/06)
("Blue" or "the company")
Share code BFS & ISIN ZAE000083655
ACQUISITION OF BONUS FINANCE NAMIBIA (PTY) LIMITED AND RELATED BUSINESSES
1. Introduction
Shareholders are advised that Blue has entered into a sale of shares and
business agreement to acquire:
- the entire issued share capital of Bonus Finance Namibia (Pty) Limited
("Bonus Finance") from J Burger and E Burger for a cash amount of N$16 100
000; and
- the businesses conducted by NFIT 2 Trust, NFIT 3 Trust and NFIT 5 Trust
("the businesses") from the trustees and beneficiaries of those trusts
(which include J Burger and E Burger) for a cash amount of N$5 400 000,
(collectively "the acquisitions").
2. Consideration
The aggregate cash amount to be paid for Bonus Finance and the businesses
equals N$21 500 000 ("the purchase price) and will be reduced by:
- the overdraft at Standard Bank Namibia Ltd ("Standard Bank") as at the
effective date; and
- any outstanding loans to Bonus Finance and/or the businesses by the
shareholders, directors, trustees and any other persons.
The sellers, as mentioned in paragraph 1, guarantee that on the effective
date, the gross debtor`s book will be N$6 500 000 more than the overdraft
balance at Standard Bank.
If the difference between the gross debtors book and the overdraft balance
at Standard Bank, on the effective date,is less than N$6 500 000, the
purchase price will be reduced with that amount that it is less.
3. Nature of business and rationale
Bonus Finance and the businesses provide micro loans,financial services and
other related products to the Namibian public.
Through the acquisitions Blue acquires a well established lender in Namibia
with a branch network of eight branches servicing the main commercial
centres. Apart from the existing debtors book, Blue will gain access to a
potential market of 150 000 civil servants from whom repayment installments
can be recovered through deduction codes. These codes have already been
secured with the Namibian Government by Bonus Finance, eliminating the time
delays that Blue might have experienced whilst seeking the various
regulatory approvals.
4. Conditions precedent
Conditions precedent include:
- that written confirmation is provided by a Namibian attorney with not less
than ten years experience that the agreement is in its totality enforceable
under the laws of Namibia;
- any conditions that may be imposed in respect of social responsibility and
upliftment, which may adversely affect Blue, shall be agreed with Blue
prior to the effective date;
- that a valid written agreement is concluded between the Government of
Namibia and Bonus Finance for a deduction code for a minimum period of 24
months or in the alternative that the Government agrees to extend the
existing deduction code agreement of Bonus Finance for a minimum period of
24 months; and
- that the acquisitions are approved by all regulatory and statutory bodies
that may be required.
5. Effective date
The effective date will be the first day of the month following the month
in which the payroll deduction codes are renewed in writing or may be used
by Bonus Finance with written consent by the Government of Namibia
("Government") for a 24 month period.
6. Financial effects of the acquisitions
Shareholders are advised that the company is in the process of compiling
pro forma financial effects of the acquisitions and will announced such on
SENS in due course.
7. Categorisation
The acquisitions are Category 3 transactions in terms of the JSE Limited`s
Listings Requirements.
Pretoria
5 September 2007
Designated Advisor
Ernst & Young Sponsors (Pty) Limited
Date: 05/09/2007 13:41:02 Produced by the JSE SENS Department.
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