| Tue 18 May 2010, 12:45 | | DGC - Digicore Holdings Limited - Voluntary announcement Digicore invests in UK |
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DGC
DGC
DGC - Digicore Holdings Limited - Voluntary announcement Digicore invests in UK
vehicle tracking company
DIGICORE HOLDINGS LIMITED
Incorporated in the Republic of South Africa
(Registration number: 1998/012601/06)
Share Code:DGC
ISIN Number:ZAE000016945
("Digicore" or "the Company")
VOLUNTARY ANNOUNCEMENT: DIGICORE INVESTS IN UK VEHICLE TRACKING COMPANY
The board of DigiCore announces that it has acquired a 25% shareholding in MPS
2010 Limited ("MPS 2010"), a newly formed subsidiary of Minorplanet System plc
("Minorplanet"), a provider of fleet management systems and services in the
United Kingdom ("UK") that is listed on AIM in the UK ("the Transaction").
MPS 2010 recently acquired Minorplanet`s UK business, certain assets from
Minorplanet`s UK subsidiary (including its existing customer base) and all of
Minorplanet`s Intellectual Property Rights.
Pertinent details of the Transaction are as follows:
DigiCore, through DigiCore International Holdings BV, a wholly owned subsidiary
of DigiCore, registered in the Netherlands, holds the 25% interest in MPS 2010;
MPS 2010 has been funded by a shareholders loan of GBP3.0 million from DigiCore
International Holdings BV, which includes GBP0.3 million provided for initial
working capital;
The shareholders loan, which is guaranteed by Minorplanet, bears interest at 5%
per annum and is due for repayment within a 6 month period, in cash or through
the issue of new ordinary shares in Minorplanet, at a predetermined price of 12p
per share. Subject to all regulatory approval, in the event that the shareholder
loan is settled through the issue of new ordinary shares in Minorplanet, this
could result in DigiCore owning a controlling stake in the enlarged share
capital of Minorplanet;
In certain circumstances, DigiCore may have the right to decide not to accept
the repayment of the shareholders loan by way of receipt of new ordinary shares
in Minorplanet. Should Minorplanet not be in a position to repay, re-finance or
settle the shareholders loan in full by the due date, then DigiCore will be in
the position to enforce its rights as a secured lender; and
DigiCore will nominate one member of the board of MPS 2010 and Terry Donovan and
Carolanne Hurley, Chief Executive and Operations Director of Minorplanet, will
also be appointed as directors of MPS 2010.
Benefits of the Transaction
DigiCore`s involvement in MPS 2010 is expected to bring wider commercial
benefits to both businesses across all geographies, by combining the strengths
of Minorplanet in the UK SME market, with its customer service and software
competence, together with DigiCore`s commercial presence and established
position in the corporate market in the UK. MPS 2010 brings an established base
of 29 000 units in the field, servicing 2 400 customers.
Together, both companies have the potential to create a significantly larger
telematics platform across Europe and be well positioned to take advantage of
the opportunities that this is likely to bring.
Nick Vlok, Chief Executive of DigiCore, said:
"Minorplanet is a long established business within the telematics sector with
considerable experience and expertise. We trust this is the start of a
relationship that we can develop further for our mutual commercial benefit by
taking advantage of growing demand for tracking solutions in the UK and mainland
Europe."
18 May 2010
Pretoria
Sponsor
PSG Capital (Pty) Limited
Date: 18/05/2010 12:45:00 Produced by the JSE SENS Department.
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