| Wed 30 Jan 2008, 16:40 | | ANS - Ansys Limited - Acquisition and withdrawal of cautionary announcement |
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ANS
ANS
ANS - Ansys Limited - Acquisition and withdrawal of 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 QUADSOFT (PTY) LIMITED AND WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
INTRODUCTION
Shareholders are referred to the cautionary announcements dated 3 August 2007,
14 September 2007, 26 October 2007, 26 November 2007 and 9 January 2008.
Ansys has, subject to the conditions precedent set out below, purchased all the
issued shares in and claims on loan account against Quadsoft (Pty) Limited
("Quadsoft") from J Van Aardt, JP Malan, HJ Weiermans and MPW De Swardt ("the
vendors") ("the acquisition").
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 base, resulting in Ansys
being able to also supply locomotive communication solutions to Transnet Freight
Rail, Metrorail as well as mining and industrial users of rail.
DESCRIPTION OF QUADSOFT`S BUSINESS
Quadsoft develops control and communication systems, using its embedded software
expertise and off-the-shelf hardware. Quadsoft develops and maintains
locomotive in-cab communication systems that support the management and control
of locomotives. Using GPS and GSM technologies, Train Controller is able to
communicate with, manage and track train sets. More than 300 units have been
delivered to Transnet, with more than 140 units on order for installation on
Transnet`s new locomotives.
Quadsoft has also developed a virtual voucher dispensing system for African
Prepaid Solutions, test bench software for Logtronics and a load monitoring
system for Tshwane Municipality. Quadsoft`s business is split between Transnet
Freight Rail (84%) and commercial business (16%).
TERMS AND CONDITIONS OF THE ACQUISITION
4.1 On 29 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
Quadsoft from the vendors. The purchase consideration is a maximum of R 16 750
000 subject to the conditions defined below.
4.2 The purchase price is payable as follows:
4.2.1 Initial Payment
An amount of R 3 381 750 in cash on 31 January 2008.
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 amounts are payable 50% in
cash and 50% by the issue of Ansys ordinary shares at an issue price of 300
cents per share.
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 Quadsoft;
5.2 the vendors and other key employees will sign restraint of trade and
employment agreements with Ansys;
5.3 approval is obtained from the lessor of the property currently occupied by
Quadsoft in terms of the change in control.
6. FINANCIAL EFFECTS OF THE ACQUISITION
No financial effects are disclosed as the value of the transaction is less than
5% of the market capitalisation of Ansys. The pro forma effect on the net assets
and net tangible assets per share and earnings and headline earnings per share
is insignificant.
7. WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
Caution is no longer required to be exercised by shareholders when dealing in
their securities.
8. FURTHER ANNOUNCEMENT
Shareholders will be notified once the acquisition has become unconditional.
Johannesburg
30 January 2008
Designated adviser Exchange Sponsors
Auditors BDO Spencer Steward
Attorneys Gildenhuys Lessing Malatji Inc
Date: 30/01/2008 16:40:29 Produced by the JSE SENS Department.
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