| Fri 9 Apr 2010, 16:57 | | SSK - Stefanutti Stocks Holdings - Acquisition by Stefanutti Stocks Holdings |
|
SSK
SSK
SSK - Stefanutti Stocks Holdings - Acquisition by Stefanutti Stocks Holdings
Limited of the remaining interest in S&B Construcoes (Moc) Lda ("S&B
Mozambique")
Stefanutti Stocks Holdings Limited
(Registration number 1996/003767/06)
Share code: SSK ISIN: ZAE000123766
("Stefanutti Stocks" or "the Company")
Acquisition by Stefanutti Stocks Holdings Limited of the remaining interest in
S&B Construcoes (Moc) Lda ("S&B Mozambique")
1 Introduction
Bridge Capital Advisors (Pty) Limited ("Bridge Capital") is authorised to
announce that Stefanutti Stocks, through its wholly owned subsidiary S&B
Mauritius Holdings Limited, has entered into an agreement dated 8 April
2010 to acquire a 20% interest in and all claims against S&B Mozambique, a
subsidiary of Stefanutti Stocks, from Luis Paulo Dos Santos ("the seller")
for a consideration of USD1,377,630 ("the acquisition").
2 S&B Mozambique`s Background
S&B Mozambique is a construction company operating within Mozambique and
Zambia with expertise spanning building works and concrete structures.
3 Rationale for the acquisition
Stefanutti Stocks is the controlling shareholder of S&B Mozambique and
considers it in the best interest of shareholders to increase its interest
in S&B Mozambique. This is in line with the Stefanutti Stocks` strategy of
acquiring minority interests in profitable subsidiaries.
4 Details of the acquisition
4.1 Fairness Opinion
The acquisition is classified as a small related party transaction in terms
of the Listings Requirements of the JSE Limited ("the Listings
Requirements") ("JSE") and, accordingly, requires confirmation from an
independent professional expert ("the IPE") that the terms of the
acquisition are fair as far as the shareholders of Stefanutti Stocks are
concerned. Moore Stephens (JHB) Corporate Finance (Pty) Limited has been
appointed as the IPE and has provided the JSE with written confirmation
that the acquisition is fair to the shareholders of the Company. The IPE`s
report will lie for inspection at the registered office of Stefanutti
Stocks for a period of 28 days from the date of this announcement.
4.2 Acquisition consideration
The aggregate acquisition consideration payable amounts to USD1,377,630,
which shall be discharged as follows:
- USD405,000 on or before 15 April 2010;
- USD324,210 on or before 26 February 2011;
- USD324,210 on or before 26 February 2012; and
- USD324,210 on or before 26 February 2013.
4.3 Salient Terms
4.3.1 In the event that the seller`s employment with S&B Mozambique
terminates prior to 26 February 2013 as a result of his resignation,
dismissal or poor performance, the seller will immediately forfeit any
outstanding instalments due to him as detailed in paragraph 4.2.
above.
4.3.2 In the event that the seller`s employment with S&B Mozambique
terminates prior to 26 February 2013 as a result of death, retirement,
retrenchment or illness, any outstanding instalments due to the seller
will become immediately due and payable.
4.4 Effective Date
The effective date of the acquisition will be 1 March 2010.
5 Pro forma financial effects of the acquisition
The pro forma financial effects of the acquisition based upon the reviewed
condensed consolidated interim results of Stefanutti Stocks for the six
months ended 31 August 2009 are insignificant as defined in paragraph 9.15
of the Listings Requirements.
6 Purchase of remaining interest in S&B Mozambique
Shareholders are advised that the Company has acquired the remaining
interest of S&B Mozambique which the Company did not already own, being a
5% interest in S&B Mozambique, from Glynn Williams.
Johannesburg
9 April 2010
Sponsor and corporate advisor: Bridge Capital Advisors (Pty) Limited
Date: 09/04/2010 16:57:02 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.
