| Thu 15 May 2008, 16:56 | | MST - Mustek - Settlement Of Dispute Between Muste |
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MST
MST
MST - Mustek - Settlement Of Dispute Between Mustek And Puno And Renewal Of
Cautionary Announcement
MUSTEK LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1987/070161/06)
Share code: MST
ISIN: ZAE000012373
("Mustek" or "the company")
- SETTLEMENT OF DISPUTE BETWEEN MUSTEK AND PUNO PRINTING SOLUTIONS
INVESTMENTS (PROPRIETARY) LIMITED ("PUNO") IN RESPECT OF PUNO`S
SHAREHOLDING IN BROTEK (PROPRIETARY) LIMITED ("BROTEK") HELD BY MUSTEK AS
SECURITY FOR THE OBLIGATIONS OF PUNO TO MUSTEK IN TERMS OF A LOAN AGREEMENT
CONCLUDED BETWEEN MUSTEK AND PUNO
- RENEWAL OF CAUTIONARY ANNOUNCEMENT
Introduction
Shareholders are advised that on 12 May 2008, Puno accepted an offer from Mustek
in an amount of R2 500 000 net of the total aggregate amount outstanding under
the loan agreement, in full and final settlement of all claims of whatsoever
nature which the parties have against each other, including legal costs which
Puno has been ordered to pay by his Lordship Mr Justice Goldstein. Mustek
realised its security comprising 3417 ordinary shares (constituting 30% of the
ordinary issued share capital) in Brotek ("the shares"), pledged to Mustek by
Puno, by disposing of the shares to Tradeselect 38 (Proprietary) Limited
("Tradeselect"), a wholly owned subsidiary of Mustek ("the transaction"). The
effective date of the transaction is 23 April 2008.
The Purchase price of the shares is R24 864 608 (which amount includes the
settlement amount and legal fees). Furthermore, Puno`s representatives on the
board of Brotek have undertaken to resign as directors.
Nature of business
Brotek is a distributor of Brother printer products and other international
brands.
Financial effects
The table below sets out the unaudited pro-forma financial effects of the
transaction for the six months period ended 31 December 2007. The unaudited pro-
forma financial effects are presented for illustrative purposes only and because
of their nature may not give a fair reflection of the company`s results,
financial position and changes in equity, after the transaction.
It has been assumed, for the purpose of the unaudited pro-forma financial
effects, that the transaction took place on 31 December 2007 for balance sheet
purposes and 1 July 2007 for income statement purposes. The directors of the
company are responsible for the preparation of the unaudited pro-forma financial
effects.
Per ordinary share Notes Before After Change
(cents) (cents) (%)
Earnings 1 25,9 24,7 (4,6)
Headline earnings 1 23,9 22,7 (5,0)
Diluted earnings 1 25,9 24,6 (5,0)
Diluted headline earnings 1 23,8 22,6 (5,0)
Net asset value 2 471,1 470,9 (0,0)
Net tangible asset value 2 433,9 426,4 (1,7)
Notes:
1. The amounts in the "Before" column represent the unaudited earnings per
share, headline earnings per share, diluted earnings per share and diluted
headline earnings per share as disclosed in the financial results for the six
months period ended 31 December 2007. The amounts in the "After" column
represent the unaudited earnings per share, headline earnings per share, diluted
earnings per share and diluted headline earnings per share based on the
assumption that the transaction was effective 1 July 2007.
2. The amounts in the "Before" column represent the unaudited net asset value
and net tangible asset value per share as disclosed in the financial results for
the six months period ended 31 December 2007. The amounts in the "After" column
represent the unaudited net asset value and net tangible asset value based on
the financial results for the six months period ended 31 December 2007 had it
been effected on 31 December 2007.
3. The costs relating to the transaction are estimated at approximately R173
000 excluding VAT. All the abovementioned costs will be borne by the company.
The costs will not be repeated in future financial years.
4. A corporate tax rate of 29% was assumed.
5. It was assumed that interest was earned at a rate of 10% on surplus cash.
6. Interest on the loan from Mustek to Puno was charged at prime.
Fairness opinion
The directors of Mustek have appointed Merchant Sponsors (Proprietary) Limited,
("Merchant Sponsors") to provide a fairness opinion on the terms and conditions
of the transaction. Merchant Sponsors advised that the terms and conditions of
the transaction are fair to the independent shareholders of Mustek. The
fairness opinion, issued by Merchant Sponsors is available for inspection at the
registered office of Mustek at 322 15th Road, Randjespark, Midrand, 1685 for a
period of 28 days from the date of this announcement.
Renewal of cautionary announcement
Shareholders are advised that this transaction is not related to the cautionary
announcement released on SENS on 28 February 2008 and in the press on 29
February 2008 and renewed on SENS on 10 April 2008 and in the press on 11 April
2008, whereby they where informed that the company is in negotiations with a
potential Black Economic Empowerment partner. Therefore, shareholders are
advised to continue to exercise caution when dealing in their shares until a
further announcement is made.
Midrand
15 May 2008
Sponsor
Deloitte & Touche Sponsor Services (Proprietary) Limited
(Registration number 1996/000034/07)
Independent advisor
Merchant Sponsors (Proprietary) Limited
Date: 15/05/2008 16:56:35 Produced by the JSE SENS Department.
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