| Mon 10 May 2010, 16:12 | | SDH - Securedata Holdings - Small Related Party Transaction |
|
SDH
SDH
SDH - Securedata Holdings - Small Related Party Transaction
SECUREDATA HOLDINGS LIMITED
Incorporated in the Republic of South Africa
(Registration number 1998/010017/06)
Share code: SDH & ISIN: ZAE000096368
("SecureData" or "the company")
SMALL RELATED PARTY TRANSACTION
1. INTRODUCTION
Shareholders are referred to the circular dated 27 May 2008
("circular") wherein it was advised that, through it`s 75.77% held
subsidiary, SDH UK Limited ("SDH UK"), SecureData would acquire 100% of
the issued share capital of MIS Corporate Defence Solutions Limited
("MIS CDS"). As set out in the circular, members of MIS CDS` management
who were still in the employ of SDH UK following the publication of SDH
UK`s results for the year ending 31 July 2011, would have the right to
exchange all of their shares in SDH UK for shares in SecureData ("share
exchange").
In terms of the signed agreement dated 20 February 2008 and the
amendment thereto dated 30 November 2009, MIS CDS` management still
employed by SDH UK following the publication of SDH UK`s annual results
for the year ended 31 July 2009, would be entitled to the share
exchange. Accordingly, Mr Johan du Toit (Mr du Toit"), a member of MIS
CDS` management and the Financial Director of SecureData, has exercised
his right to exchange his 5% shareholding in SDH UK, being 10 000
ordinary shares, for 4 218 585 ordinary shares in SecureData ("the
transaction").
In terms of paragraphs 10.1(b)(ii) of the Listings Requirements of JSE
Limited ("JSE"), Mr du Toit is considered to be a related
party.However, as the transaction is greater than 0.25% but less than
5% of the market capitalisation of SecureData, it is classified as a
"small related party transaction" in terms of paragraph 9.5 of the JSE
Listings Requirements.
2. THE TRANSACTION
2.1 Nature of MIS CDS
Headquartered in Maidstone, Kent, MIS CDS is a wholly-owned
subsidiary of SDH UK and offers a full range of market leading
security and mobile connectivity products and services to the UK
market. It acts as a reseller of market leading security products
and as an outsourced provider of security monitoring and threat
mediation services. MIS CDS is the UK`s longest established
security specific services organisation and delivers security
solutions to a range of blue chip customers in the UK.
2.2 Rationale for the transaction
The share exchange was incorporated into the terms of the
acquisition of MIS CDS in order to incentivise the management of
MIS CDS. The transaction provides Mr du Toit with the opportunity
to exchange the shares which he held in MIS CDS for shares in the
listed entity. The transaction further aligns Mr du Toit`s
incentive structure with his responsibilities as SecureData`s
Financial Director.
2.3 Conditions precedent and effective date
This transaction is unconditional and the effective date is 10 May
2010.
3. PRO FORMA FINANCIAL EFFECTS OF THE TRANSACTION
The pro forma financial effects of the transaction on SecureData`s
earnings per share, headline earnings per share, net asset value per
share and tangible net asset value per share is less than 3%.
4. FAIRNESS OPINION
The JSE has been provided with written confirmation from Merchantec
Capital, an Independent Professional Expert acceptable to the JSE, that
the terms of the transaction with the related party are fair as far as
the shareholders of SecureData are concerned The Independent
Professional Expert`s fairness opinion will be available for inspection
at the registered office of SecureData for a period of 28 days after
the date of this announcement.
10 May 2010
Sponsor and Independent Professional Expert
Merchantec Capital
Date: 10/05/2010 16:12:01 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.
