| Wed 9 Jan 2008, 12:12 | | ANS - Ansys Limited - Acquisition Of Optocon Systems (Pty) Limited And |
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ANS
ANS
ANS - Ansys Limited - Acquisition Of Optocon Systems (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 OPTOCON SYSTEMS (PTY) LIMITED AND FURTHER CAUTIONARY
ANNOUNCEMENT
1. INTRODUCTION
Shareholders are referred to the cautionary announcements dated 3 August
2007, 14 September 2007, 26 October 2007 and 26 November 2007.
Ansys has, subject to the conditions precedent set out below, purchased
all the issued shares in and claims on loan account against Optocon
Systems (Pty) Limited ("Optocon") from PW Barnard, R Brown, TM Goss, GR
King, CR Opperman and S Ramkissoon ("the vendors") ("the acquisition").
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 expand Ansys` skills and product offering to
clients with high technology optical requirements. The acquisition will
also expand the company`s client base and increase its international
market opportunities.
3. DESCRIPTION OF OPTOCON`S BUSINESS
Optocon is a manufacturer of precision electro optical systems ranging
from Infra-red optical components to high performance TV sensors and
video switching units and displays. Customers include local and
international companies such as Denel, Norinco, SAAB and De Beers.
4. TERMS AND CONDITIONS OF THE ACQUISITION
4.1 On 7 January 2008 Ansys entered into an agreement, subject to the
fulfilment of the conditions precedent in 5 below to purchase with
effect from 1 December 2007, all the issued share capital in and claims
on loan account in Optocon from the vendors. The purchase consideration
is a maximum of R 14.5 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 2 500 000 in cash within 7 days from the acquisition
becoming unconditional.
4.2.2 Additional payments
The second payment will be 125 000 Ansys shares for each R 1 000 000
profit after tax achieved for the year ending 28 February 2009, subject
to a maximum of 2 000 000 shares. This payment will be settled by the
issue of Ansys ordinary shares at 300 cents per ordinary share.
The third payment will be 125 000 Ansys shares for each R 1 000 000
profit after tax achieved for the year ending 28 February 2010, subject
to a maximum of 2 000 000 shares. This payment will be settled by the
issue of Ansys ordinary shares at 300 cents per ordinary share.
Ansys will recapitalise Optocon with a R 4 million shareholders loan for
the upgrading of equipment and for use as working capital.
5. CONDITIONS PRECEDENT TO THE ACQUISITION
The acquisition is subject to the fulfilment of the following
outstanding conditions precedent:
- Ansys being satisfied with the outcome of the due diligence
investigation to be conducted on Optocon;
- The appointment of a business development director and a financial
director;
- The vendors and other key employees will 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
9 January 2008
Designated adviser Exchange Sponsors
Auditors BDO Spencer Steward
Attorneys Gildenhuys Lessing Malatji Inc
Date: 09/01/2008 12:12:32 Produced by the JSE SENS Department.
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