| Fri 17 Apr 2009, 17:09 | | IQG - Iquad - Disposal by Iquad Technologies (Pty) Limited Of Its Interest in |
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IQG
IQG
IQG - Iquad - Disposal by Iquad Technologies (Pty) Limited Of Its Interest in
Afropulse 366 (Pty) Limited
IQuad Group Limited
Registration Number 2004/025177/06
Share Code: IQG & ISIN: ZAE000101622
("IQuad" or "the Company")
DISPOSAL BY IQUAD TECHNOLOGIES (PTY) LIMITED OF ITS INTEREST IN AFROPULSE 366
(PTY) LIMITED
1. THE TRANSACTION
Shareholders are hereby advised that IQuad Technologies (Pty) Limited ("the
seller"), a wholly owned subsidiary of the Company, has entered into a sale
of shares agreement with Hasso Plattner Ventures Africa Management (Pty)
Limited ("the purchaser") as nominee for the Hasso Plattner Ventures Africa
Fund 1 (a limited (en commandite) partnership), dated 14 April 2009 ("the
sale of shares agreement"), in terms of which the seller will dispose of
952 382 issued ordinary shares of R0.01 each, which constitutes its 30%
equity interest in Afropulse 366 (Pty) Limited, the holding company of
Global Vision Information Technology (Pty) Limited (hereinafter referred to
as "Afropulse"), on the terms and conditions as set out below ("the
disposal`).
2. BACKGROUND INFORMATION ON THE PURCHASER
The purchaser started its operations during 2005, by Professor Hasso
Plattner. It is a venture capital and incubation firm specialising in
investments in start-up companies in the information technology and
software sectors.
3. RATIONALE FOR THE TRANSACTION
In response to current market conditions, ongoing commitments facing IQuad
and the fact that Afropulse does not form part of the core business of the
Company, the Board of Directors of IQuad elected, in the best interest of
the Company, to dispose of its shareholding in Afropulse.
4. PURCHASE CONSIDERATION
The consideration payable by the purchaser to the seller in terms of the
agreement is R9 450 000 in cash ("sale proceeds"), and will be paid on the
closing date, which is within five business days after the fulfillment or
waiver of all conditions precedent to the disposal.
The seller has furthermore entered into a waiver and cession agreement with
J Jacobson and W Powell (hereinafter collectively referred to as "the
vendors") in terms of the subscription agreement originally entered into on
7 September 2007, between the seller, the vendors and Afropulse, whereby
the seller will be entitled to an amount of R 550 000 payable by the
vendors for the seller waiving its right to acquire additional shares in
Afropulse in terms of the profit warranties contained in the aforementioned
subscription agreement.
5. APPLICATION OF SALE PROCEEDS
The sale proceeds will be applied primarily towards meeting current and
future obligations of the Company and to further organic growth within the
IQuad group.
6. FINANCIAL EFFECTS
The pro forma financial effects of the disposal are presented for
illustrative purposes only and because of their nature may not give a fair
reflection of the Company`s financial position nor of the effect on future
earnings after the disposal. Set out below are the unaudited pro forma
financial effects of the disposal, based on the reviewed preliminary
results for the year ending 28 February 2009. The directors of IQuad are
responsible for the preparation of the unaudited pro forma financial
information.
Reviewed Unaudited
pro forma Change(%)
before after
disposal disposal
(cents) (cents)
Basic earnings 35.9 44.5 24.0
per share
Basic headline 50.4 55.1 9.3
earnings per
share
Net asset 468.1 468.1 0.0
value per
share
Net tangible 115.8 115.8 0.0
asset value
per share
Notes and assumptions:
1. The basic earnings per share and basic headline earnings per share
figures in the "Pro forma after disposal" column have been calculated
on the basis that the disposal was effected on 1 March 2008.
2. The net asset value per share and net tangible asset value per share
figures in the "Pro forma after disposal" column have been calculated
on the basis that the disposal was effected on 28 February 2009.
3. Interest on the cash consideration received has been calculated based
on the monthly cash/borrowing position of the IQuad group. Interest
earned on positive balances was calculated at 12.1% per annum.
Interest saved on borrowings was calculated at 15.1% per annum.
4. The taxation rate applicable is assumed to be 28%.
5. The basic earnings per share and basic headline earnings per share
figures are calculated based on weighted average number of shares in
issue of 28 085 million shares at 28 February 2009.
6. The net asset value per share and net tangible asset value per share
have been calculated based on 28 085 million shares in issue at 28
February 2009.
7. CONDITIONS PRECEDENT
All of the conditions precedent as set out in the sale of shares agreement
has been fulfilled by the parties to the agreement.
8. EFFECTIVE DATE
In terms of the sale of shares agreement the effective date of the
transaction is 28 February 2009.
9. CLASSIFICATION OF THE TRANSACTION
The transaction is classified as a Category 2 transaction in terms of the
Listings Requirements of the JSE Limited.
17 April 2009
Designated Adviser:
PSG Capital (Pty) Limited
Date: 17/04/2009 17:09:01 Produced by the JSE SENS Department.
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