SBG - Simeka - Acquisition of SAB&T Ubuntu Holdings Limited by Simeka: Downward
SBG
SBG
SBG - Simeka - Acquisition of SAB&T Ubuntu Holdings Limited by Simeka: Downward
adjustment of purchase consideration
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 OF SAB&T UBUNTU HOLDINGS LIMITED BY SIMEKA: DOWNWARD ADJUSTMENT OF
PURCHASE CONSIDERATION
Shareholders are referred to the acquisition by Simeka of SAB&T Ubuntu
Holding Limited ("SUHL") effected during the course of 2008. Simeka acquired
all of the issued shares in SUHL in consideration for the issue of 150
million Simeka shares (the "consideration shares") at a price of 82 cents
per consideration share, equating to a total purchase price of R123 million.
Under the terms of the SUHL acquisition, certain of the vendors of the
SUHL shares provided warranties to Simeka regarding the recoverability of
SUHL`s claims against certain of its debtors, including in respect of a claim
by SUHL against its associate SAB&T Incorporated (the SAB&T claim").
At 31 May 2009 the amount owing in respect of the SAB&T claim was
approximately R31 657 157. This amount included a sum of R10,5 million owed
by SAB&T Incorporated following the sale by SUHL to it of the debtor`s book
of the "Entrepreneurial Business Solutions" business previously conducted by
SUHL but discontinued as of 31 May 2009.
Accordingly, and in terms of the warranties provided by the SUHL vendors,
the purchase consideration paid by Simeka for SUHL was reduced by an amount
equal to outstanding balance of the SAB&T claim and from 10 April 2009 the
SUHL vendors will be returning to Simeka approximately 53 200 000 of the
consideration shares, being the consideration shares to which they were no
longer entitled following the reduction in the purchase consideration. The
exact number of consideration shares to be returned will be varied by 1.53
shares for every Rand by which the final amount of the SAB&T claim, as per
the company`s audited financial statements for the year ended 31 May 2009,
varies from the amount of R31 657 157 stated above. In calculating the number
of shares to be returned by the SUHL vendors, the Simeka shares were valued at
59.5 cents per share.
3 June 2009
Designated advisor
Java Capital (Proprietary) Limited
Date: 03/06/2009 10:53:01 Produced by the JSE SENS Department.
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