| Tue 20 Nov 2007, 10:26 | | ZPT - Zaptronix Limited - Conclusion of an empower |
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ZPT
ZPT
ZPT - Zaptronix Limited - Conclusion of an empowerment transaction with Royal
Bafokeng Capital (Pty) Ltd
ZAPTRONIX LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1997/014928/06)
Share code: ZPT & ISIN: ZAE000070934
("Zaptronix" or "the Company")
* Conclusion of an empowerment transaction with Royal Bafokeng Capital
(Pty) Ltd
* Withdrawal of cautionary
1. Broad Based Black Economic Empower (BBBEE) transaction
1.1 Introduction
Further to the cautionary announcements, the first of which was dated 31
March 2006 and the last of which was dated 22 August 2007, the board of
directors of Zaptronix is pleased to announce that, subject to the
conditions precedent set out in 1.4 below, a transaction has been
concluded in terms of which Royal Bafokeng Capital (Proprietary) Limited
("RBC") will own 30% of the existing issued ordinary share capital of the
Company.
RBC is a subsidiary of Royal Bafokeng Ventures (Pty) Ltd, an investment
vehicle of Royal Bafokeng Holdings (Pty) Ltd (RBH). RBH is responsible
for the management and development of the commercial assets of The Royal
Bafokeng Nation (RBN). The transaction will classify Zaptronix as a
broad based black economic empowered company as the beneficiaries of the
RBN consist of 300,000 historically disadvantaged individuals.
The company does not foresee any changes to the board of directors. Mr
Tshepo Kgage, appointed Chairman in April 2007, will continue to assist
in the development of Zaptronix in terms of its acquisition and growth
strategy.
The transaction has no immediate dilution effect on existing Zaptronix
shareholders, as it requires no issue of new Zaptronix shares. Instead,
the transaction is facilitated by Strider (Pty) Ltd, the holding company,
by sale of 113 795 700 Zaptronix ordinary shares to RBC at a price of 16
cents per share. As part of the transaction, Zaptronix grants RBC the
right (option) to subscribe, in future, for a maximum of 113 795 700 new
Zaptronix shares at 16 cents per share ("the BBBEE option"), as set out
in more detail in 1.3 below.
1.2 Rationale
The board regards the transaction as a milestone event in the Company`s
history and is excited about the benefits that the involvement of, and
association with, the Royal Bafokeng will bring.
The transaction is viewed as a crucial step in positioning the Company
for future organic and acquisitive growth:
* The BBBEE status places the group in a favourable position to secure
future private corporate and governmental business where BBBEE
supplier status is prerequisite. Both the existing business
channels, namely Zaptronix Energy Management Services ("Z@p EMS")
and Mobile Logistics Management Services ("DuO SP"), will gain
access to markets and capital with significant potential benefits.
* The strengths of RBC in financial structuring and capital markets
will create leverage to use Zaptronix to acquire business platforms
that contribute to the Zaptronix Business Model. The acquisition of
DuO SP Ltd in September 2005 initiated the strategy.
* The transaction not only underwrites the BBBEE status of the group,
it protects the interests of existing shareholders whom have
supported the board in the Zaptronix strategy since the listing of
the company September 2005. The sustainability of the group`s BBBEE
status is ensured going forward in terms of the BBBEE option as set
out in 1.3 below.
1.3 Terms and conditions of the BBBEE option
In terms of the option agreement entered into between Zaptronix and RBC,
RBC will have the right, for a period not exceeding three years from the
date of approval of the BBBEE option by Zaptronix shareholders ("the
option period") , to subscribe for a maximum of 113 795 700 new
ordinary shares in Zaptronix at 16 cents per share. RBC will only be
entitled to exercise its options each time Zaptronix issues shares during
the option period in terms of either any general issue of shares for cash
or in terms of an acquisition. Should the price at which such an issue
take place be below 16 cents per share the option will be priced at a 10%
discount to the transaction price. The number of shares that RBC is
entitled to subscribe for will be 30% of the shares being issued and will
result in RBC, if taken up, maintaining a 30% shareholding in Zaptronix.
Other salient features of the BBBEE option include:
* RBC will have the right to cede any of its options in favour of
Strider;
* RBC has the obligation of ensuring that Zaptronix, at all times
during the option period, maintains it BBBEE status resulting from
the shareholding by RBC. Should RBC cause the company`s BBBEE
status to be adversely affected in any way the BBBEE option will
expire.
1.4 Suspensive conditions to the BBBEE transaction
The BBBEE transaction is conditional upon:
1.4.1 The approval of the BBBEE option by Zaptronix shareholders in general
meeting; and
1.4.2 Obtaining the necessary regulatory approvals, including approval of the
BBBEE option by the JSE Ltd ("AltX").
1.5 Classification of the BBBEE transaction and the BBBEE option, financial
effects and documentation required
The BBBEE transaction does not result in a change in control of
Zaptronix or an affected transaction as contemplated by the Securities
Regulation Code on Takeovers and Mergers as Strider and RBC will be
partners acting in concert.
The BBBEE option is defined as a related party transaction in terms of
the JSE listing requirements. As such, the minority shareholders of
Zaptronix will be required to approve the transaction in a general
meeting and a fair and reasonable opinion by an independent professional
expert acceptable to the JSE will be included in the circular to
shareholders setting out the full details of the BBBEE option. This
circular, including a notice to convene a general meeting of
shareholders, will be posted as soon as possible.
As the BBBEE option can only be exercised by RBC upon an event under the
control of the board of Zaptronix (i.e. a general issue of shares for cash or
an acquisition issue) the BBBEE option has no immediate diluting impact or
effect on the financial results of the company.
2. Withdrawal of Cautionary
As the transaction described in paragraph 1 has been announced, shareholders
are advised that caution is no longer required to be exercised when dealing in
the company`s securities.
Midrand
20 November 2007
Sponsor
Sasfin Capital
(a division of Sasfin Bank Limited)
Transaction Advisor
Radagast Capital (Pty) Ltd
Date: 20/11/2007 10:26:28 Produced by the JSE SENS Department.
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