| Tue 27 Nov 2007, 9:12 | | ANS - Ansys - Acquisition of emerging signals (Pty |
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ANS
ANS
ANS - Ansys - Acquisition of emerging signals (Pty) Limited and further
cautionary announcement
ANSYS LIMITED
(Formerly Ansys Integrated Systems (Pty) Limited)
(Incorporated in the Republic of South Africa)
(Registration number 1987/001222/06)
JSE Share code: ANS & ISIN: ZAE000097028
("Ansys" or the Company)
ACQUISITION OF EMERGING SIGNALS (PTY) LIMITED AND FURTHER CAUTIONARY
ANNOUNCEMENT
1. INTRODUCTION
Shareholders are referred to the cautionary announcements dated 3
August 2007, 14 September 2007 and 26 October 2007.
Ansys has, subject to the conditions precedent set out below purchased
the business, as a going concern, from Emerging Signals (Pty) Limited
("Emerging Signals") ("the acquisition").
The acquisition is subject to the prior sale and transfer of the
business of Emergo Systems CC ("Emergo Systems") to Emerging Signals
(Pty) Limited ("Emerging Signals").
2. RATIONALE FOR ACQUISITION
Ansys is a black empowered engineering technology company that
specialises in the design, development, manufacture, integration and
support of advanced technology systems and products for the defence,
aerospace, manufacturing and transport industries.
The acquisition will increase Ansys` skills and product base in the
signaling domain, resulting in Ansys being able to offer turn-key
railway signaling solutions to Transnet Freight Rail, Metrorail as well
as mining and industrial users of rail.
3. DESCRIPTION OF EMERGING SIGNALS` BUSINESS
Emerging Signals is a Transnet Freight Rail approved railway signalling
contracting company that conducts railway signalling projects for
Metrorail and industrial customers such as Sasol and Impala Platinum.
Their product delivery also includes Railway Signalling Maintenance
contracts as well as the manufacturing and installation of concrete
products for use by railway signalling companies.
4. TERMS AND CONDITIONS OF THE ACQUISITION
4.1 On 26 November 2007 Ansys entered into an agreement, subject to the
fulfilment of the conditions precedent in 5 below to purchase, with
effect from 1 December 2007, Emerging Signals` business. The purchase
consideration is a maximum of R 15 million subject to the conditions
defined below.
4.2 The purchase price is payable as follows:
4.2.1 Initial Payment
An amount of R 10 184 000 within 7 days from the acquisition
becoming unconditional, payable as to R 5 092 000 in cash and the
remaining R 5 092 000 in Ansys ordinary shares at an issue price
of 300 cents per share, being 1 697 333 Ansys ordinary shares.
4.2.2 Additional payments
The second and third payments are based on profit performance for
the years ending 28 February 2008 and 28 February 2009. The
payments will be paid as to 50% by the issue of Ansys ordinary
shares at an issue price of 300 cents per share and 50% in cash.
4.3 The contracts of employment of all the employees of Emerging
Signals will automatically continue in force as if they were
between Ansys and the employees, for a minimum of 12 months
subsequent to the acquisition.
5. CONDITIONS PRECEDENT TO THE ACQUISITION
The acquisition is subject to the fulfilment of the following
outstanding conditions precedent:
5.1 Ansys being satisfied with the outcome of the due diligence
investigation to be conducted on Emerging Signals;
5.2 Johan van de Pol, J C du Preez and T G Letlape sign restraint of trade
and employment agreements with Ansys.
6. FURTHER CAUTIONARY ANNOUNCEMENT
Shareholders are advised that Ansys is still involved in negotiations
unrelated to the above transaction, which if successfully concluded,
may have a material effect on the price of the company`s securities.
Caution is still required to be exercised by shareholders when dealing
in their securities until a full announcement is made.
7. FURTHER ANNOUNCEMENT
Shareholders will be notified once the acquisition has become
unconditional.
Johannesburg
27 November 2007
Designated adviser Exchange Sponsors
Auditors BDO Spencer Steward
Attorneys Gildenhuys Lessing Malatji Inc
Date: 27/11/2007 09:12:18 Produced by the JSE SENS Department.
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