| Fri 26 Feb 2010, 14:04 | | ZPT - Zaptronix Limited - Acquisition of business of I TO I Technology |
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ZPT
ZPT
ZPT - Zaptronix Limited - Acquisition of business of I TO I Technology
Solutions and Cellsecure Holdings (Pty) Limited and further Cautionary
Announcement
ZAPTRONIX LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1997/014928/06)
(Share Code: ZPT ISIN Code: ZAE000070934)
("Zaptronix" or "the Company")
ACQUISITION OF BUSINESS OF I TO I TECHNOLOGY SOLUTIONS AND CELLSECURE
HOLDINGS (PTY) LIMITED AND FURTHER CAUTIONARY ANNOUNCEMENT
1. INTRODUCTION
Shareholders are referred to the cautionary announcement released on SENS
on 26 January 2010.
Zaptronix has agreed to purchase the business of I to I Technology
Solutions Limited ("I to I") as a going concern as well as the entire
issued share capital and outstanding loan accounts of Cell Secure
Holdings (Pty) Limited ("CSH") from the current shareholders("the
acquisitions"), subject to the conditions precedent being fulfilled.
2. RATIONALE FOR ACQUISITIONS
Zaptronix is a supplier of smart tracking for the transport and logistics
sector and electricity metering to utilities and the retail, commercial,
industrial and residential estates industries.
The acquisitions will expand the vision of Zaptronix by increasing the
skills and product offering to clients that seek operational control
systems.
3. DESCRIPTION OF THE BUSINESSES
3.1 I to I provides comprehensive solutions to manage the business
risks of its customers. Using digital video surveillance equipment
and control systems, I to I provides state-of-the-art off-site
monitoring solutions to customers in the retail, property management
and financial sectors. The ultimate controlling shareholders of I to
I is a related party to Zaptronix.
3.2 CSH provides solutions to manage business risk of its customers.
Using the company`s own wireless alarm systems, telemetry monitoring
equipment and meter reading and control systems, CSH provides
monitoring to private and business clients, including some leading
financial institutions. Through off-site monitoring, its call centre
provides customers with operational information on its assets.
4. TERMS AND CONDITIONS OF THE ACQUISITIONS
4.1 An agreement entered into between I to I and Zaptronix, subject to
the fulfilment of the conditions precedent in 5 below to purchase
with effect from 1 January 2010, the business of I to I as a going
concern. The purchase consideration is R 6,6 million (six million
six hundred thousand rand) payable by the issue of 440 000 000 (Four
Hundred and Forty Million) Zaptronix ordinary shares at 1,5 cents per
share.
4.2 The acquisition price is based on tangible net asset value,
consisting of movable assets of R 900 000,00 with the remaining
amount relating to receivables, inventory and annuity based
contracts.
4.2 Zaptronix entered into an agreement with the shareholder of CSH,
subject to the fulfilment of the conditions precedent in 5 below, to
purchase with effect from 1 January 2010, the entire issued share
capital and outstanding loan accounts of CSH. The purchase
consideration is R 6 million (six million rand) payable by the issue
of 400 000 000 (four hundred million) ordinary Zaptronix shares 1,5
cents per share.
4.3 The shareholders of CSH warrant that the Tangible Net Asset Value
("TNAV") of CSH will not be less than R 6.0 million (Six million
Rand). The purchase price may be adjusted in the event of the TNAV
of final delivery balance being less than R 6.0 million (six million
rand). If, after the final due diligence has been completed, and the
TNAV is lower than R 6.0 million, the lower value will be divided by
1.5 cents to determine the number of Zaptronix shares to be issued to
the CSH vendor. Should the variance be larger than 25% of R 6.0
million, the parties will have the right to renegotiate the
transaction.
5. CONDITIONS PRECEDENT TO THE ACQUISITONS
The acquisitions are subject to the fulfilment of inter alia the
following outstanding conditions precedent:
5.1 The completion of due diligence investigations;
5.2 Board approval and all other regulatory approvals;
5.3 The settlement of a loans totalling R 3.8 million (three point
eight million rand) owed by Zaptronix to Strider Holdings (Pty) Ltd
and Gandalf Trust ("the lenders"), through subscription of shares for
cash by issuing 1.3 million (one point three million) ordinary
Zaptronix shares at 3 cents per share.
6. FINANCIAL EFFECTS
The financial effects of the transaction will be published once the due
diligence investigations have been completed and the financial results of
I to I and CSH have been finalised.
7. FURTHER CAUTIONARY AND ANNOUNCEMENT
Shareholders are advised to continue exercising caution in dealing in the
company`s securities on the JSE until such time as a full announcement,
including the financial effects of the transaction, is published.
Johannesburg
26 February 2010
Designated Adviser
Exchange Sponsors
Date: 26/02/2010 14:04:03 Produced by the JSE SENS Department.
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