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SBG
SBG
SBG - Simeka Business Group Limited - Acquisition by Simeka of the remaining
Minority Interest in Mint Net SA (Proprietary) Limited and cautionary
announcement
Simeka Business Group Limited
(Incorporated in the Republic of South Africa)
(Registration No. 2003/012583/06)
Share code: SBG ISIN code: ZAE000074878
("Simeka" or "the Company")
ACQUISITION BY SIMEKA OF THE REMAINING MINORITY INTEREST IN MINT NET SA
(PROPRIETARY) LIMITED AND CAUTIONARY ANNOUNCEMENT
INTRODUCTION
As noted in the company`s annual financial statements for the year ended 31 May
2008, on 1 December 2007 Simeka acquired 52% of the issued shares in Mint Net SA
(Proprietary) Limited (Registration No. 1999/015895/07) ("Mint Net") for a cash
acquisition price of R5 140 000.
ACQUISITION OF THE REMAINING MINORITY INTEREST IN MINT
Simeka has now concluded an agreement for the acquisition of the remaining 48%
of the issued shares in Mint Net ("the acquisition") from Carel du Toit and The
Grant Hodgkinson Family Trust ("the vendors") for a total consideration of R2
500 000. The vendors are executive directors of Mint Net.
The effective date of the acquisition is 10 December 2008.
BACKGROUND ON MINT NET AND RATIONALE
Mint Net maps strategies to software solutions, empowering people across
organisations by connecting them effectively to solutions and connecting the
business to the entire ecosystem of partners, customers, suppliers, regulatory
agencies and other businesses.
Through the acquisition Simeka gains a substantial Microsoft services business.
Mint Net gains the partnership of a larger empowered IT organisation and the
capability to expand into new markets and technologies and by acquiring the
remaining minority interest Simeka would achieve better synergies.
CONDITIONS TO THE ACQUISITION
The acquisition is subject to the condition that the key executives of Mint Net
(being the vendors referred to above) enter into new service and restraint of
trade agreements which may not be terminated by the executives prior to the
third anniversary thereof and which are otherwise on Simeka`s standard terms and
conditions for its executives.
THE PURCHASE CONSIDERATION
The purchase consideration will be settled as follows:
- R2 100 000 thereof will be settled in cash; and
- the balance of R400 00 will be settled by way of the issue of Simeka shares at
an issue price of 40 cents per share (the "consideration shares").
The vendors may not trade in the consideration shares for a period of three
years from the effective date whereafter no more than 33% of the consideration
shares may be traded in any year and no more than 10% may be traded in any
month. In addition, in the event of the vendors wishing to dispose of any
consideration shares they shall first offer such shares to the company.
FINANCIAL EFFECTS OF THE ACQUISITION
The financial effects of the acquisition will be published in due course.
CAUTIONARY ANNOUNCEMENT
Simeka shareholders are advised to exercise caution when trading in the
company`s shares until a further announcement is made.
15 December 2008
Designated advisor
Java Capital (Proprietary) Limited
Date: 15/12/2008 16:30:50 Produced by the JSE SENS Department.
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