| Tue 9 Sep 2008, 15:58 | | FRT - Faritec Holdings Limited - Acquisition of the business of Ubusha |
|
FRT
FRT
FRT - Faritec Holdings Limited - Acquisition of the business of Ubusha
Technologies (PROPRIETARY) Limited
Faritec Holdings Limited
(Registration number 1998/004872/06)
Share code: FRT ISIN: ZAE000016838
("Faritec" or "the company")
ACQUISITION OF THE BUSINESS OF UBUSHA TECHNOLOGIES (PROPRIETARY) LIMITED
("UBUSHA")
INTRODUCTION
Faritec, through its subsidiary Faritec Enterprise Solutions (Proprietary)
Limited ("the purchaser"), has concluded an agreement to acquire the business of
Ubusha including their 30% stake in Linux System Dynamics as a going concern
with effect from 1 March 2008.
Ubusha is South Africa`s leading supplier of Novell identity and access
management solutions and through Linux System Dynamics is a leading player in
the Linux and Open Source Software (OSS) services space. Ubusha provides
services and solutions to the financial, telecommunications and public sector.
The acquisition of Ubusha`s business gives Faritec an immediate, substantial
presence in the specialised identity and access management field and, in
combination with Faritec`s existing business units, will position Faritec as the
leading provider of managed security and identity solutions in the country.
TERMS AND CONDITIONS OF THE ACQUISITION
The purchase price for the business is R26 million, R23 million of which will be
discharged in cash ("the cash consideration") and the balance of which will be
discharged by the issue of Faritec shares at the volume weighted average price
at which Faritec`s shares traded for the 30 days preceding the fifth business
day after the date on which the last of the conditions set out below is
fulfilled or waived ("the closing date").
The acquisition of the business is subject to the fulfilment of the following
conditions by no later than 8 November 2008:
- the purchaser advising Ubusha that it is satisfied (in its entire
discretion) with the form and content of the audited financial statements
of the business for the twelve months ended 29 February 2008 that Ubusha
delivered to the purchaser;
- the conclusion by the key employees of the business of written service,
confidentiality and restraint agreements with the purchaser on terms and
conditions acceptable to the purchaser;
- the written consent from the counterparties to the material contracts of
the business to the assignment of those contracts to the purchaser if and
to the extent required; and
- the purchaser notifying Ubusha that either (i) it has secured sufficient
third-party funding to discharge the cash consideration; or (ii) that the
cash consideration will be funded by Faritec.
Subject to the fulfilment of the conditions, the cash consideration will either
be funded:
- by way of third-party funding and paid on the closing date; or
- by Faritec and paid on or before the 60th day after the closing date
(together with interest at the prime rate from the seventh day after the
closing date until the date of payment).
FINANCIAL EFFECTS OF THE ACQUISITION
The unaudited pro forma financial effects as set out below have been prepared to
assist Faritec shareholders in assessing the impact of the acquisition on
earnings per share, headline earnings per share, diluted earnings per share, net
asset value per share and tangible net asset value per share of Faritec for the
six months ended 31 December 2007 had the acquisition taken place on 1 July 2007
for income statement purposes and on 31 December 2007 for balance sheet
purposes.
These unaudited pro forma financial effects have been prepared for illustrative
purposes and because of their nature, may not fairly present Faritec`s financial
position, changes in equity, results of operations or cash flows.
The directors of Faritec are responsible for the preparation of the financial
effects that have not been reviewed by the auditors.
Before After
acquisition acquisition
(cents) (cents) % Change
Earnings per share 7,0 7,4 5,7%
Headline earnings per share 7,0 7,4 5,7%
Diluted earnings per share 6,8 7,2 5,9%
Net asset value per share 67,3 67,5 0,3%
Tangible net asset value per share 3,8 (2,7) (171%)
Notes and assumptions:
- The figures set out in the "Before acquisition" column above have been
extracted from unaudited interim results for the six months ended 31
December 2007.
- The acquisition is assumed to have been implemented on 1 July 2007 for
earnings, headline earnings and diluted earnings per share purposes and on
31 December 2007 for net asset and tangible net asset value per share
purposes.
- 6 000 000 shares are assumed to be issued pursuant to the acquisition.
- All adjustments have a continuing effect.
CATEGORISATION OF THE ACQUISITION
The acquisition of the business of Ubusha is a category 2 transaction in terms
of section 9.5(a) of the Listings Requirements of the JSE Limited.
9 September 2008
Sponsor
Java Capital (Proprietary) Limited
Attorneys
Read Hope Phillips Thomas & Cadman Inc.
Date: 09/09/2008 15:58:02 Produced by the JSE SENS Department.
The SENS service is an information dissemination service administered by the
JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or
implicitly, represent, warrant or in any way guarantee the truth, accuracy or
completeness of the information published on SENS. The JSE, their officers,
employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature,
howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
