| Mon 6 Sep 2010, 8:00 | | ZPT - Zaptronix Limited - Acquisition of the business of I to I |
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ZPT
ZPT
ZPT - Zaptronix Limited - Acquisition of the business of I to I
Technology Solutions 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 THE BUSINESS OF I TO I TECHNOLOGY SOLUTIONS AND
FURTHER CAUTIONARY ANNOUNCEMENT
1. INTRODUCTION
Shareholders are referred to the announcement released on
SENS on 26 February 2010, where it was announced that
Zaptronix had entered into a proposal to purchase the
business of I to I Technology Solutions Limited ("I to I") as
a going concern from the current shareholders, subject to
certain conditions precedent being fulfilled ("the
acquisition").
On Thursday, 2 September 2010, Zaptronix entered into a Sale
of Business Agreement ("the agreement") for the acquisition
of I to I.
2. BACKGROUND
Zaptronix has been managing the business of I to I as an
agent on its behalf since 1 March 2010 in terms of a separate
agency agreement. In terms of this agreement, Zaptronix is
entitled to the net profits generated by I to I for the
period 1 March 2010 to 31 August 2010.
I to I is owned by Gandalf Trust, a related party of
Zaptronix.
3. TERMS AND CONDITIONS OF THE ACQUISITION
3.1The agreement to purchase the business of I to I as a
going concern with effect from 31 August 2010, is subject
to the fulfilment of the conditions precedent in 3 below.
3.2The 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.
3.3The 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.
3.4The warranties are normal for these types of agreements,
with the recovery of all outstanding debtors` balances
being specifically warranted.
4. CONDITIONS PRECEDENT TO THE ACQUISITON
The acquisition is subject to the fulfilment of inter alia
the following outstanding conditions precedent:
4.1the completion of a due diligence investigation;
4.2shareholder approval and all other regulatory approvals;
4.3a fairness opinion is obtained from an independent
expert;
4.4the settlement of loans owed by Zaptronix to Strider
Holdings (Pty) Ltd and Gandalf Trust ("the lenders") as
at 31 August 2010. These loans totalled R 3.8 million
(three point eight million rand) at the interim period
ended 28 February 2010 and is payable through the
subscription and issue of the appropriate number of
Zaptronix ordinary shares for cash at 3 cents per share.
5. FINANCIAL EFFECTS
The financial effects of the transaction will be published
once the due diligence investigation has been completed and
the financial results of I to I for the year ending 30 June
2010 have been finalised.
6. FURTHER CAUTIONARY ANNOUNCEMENT
Shareholders are advised to continue exercising caution in
dealing in the company`s securities on the JSE until such
time as the financial effects of the transaction have been
published.
Johannesburg
06 September 2010
Designated Adviser
Exchange Sponsors
Date: 06/09/2010 08:00:06 Produced by the JSE SENS Department.
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