| Wed 10 Nov 2010, 15:26 | | JSC - Jasco Electronics Holdings Limited - Posting of circular |
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JSC - Jasco Electronics Holdings Limited - Posting of circular
JASCO ELECTRONICS HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration Number 1987/003293/06)
Share code: JSC & ISIN: ZAE000003794
("Jasco" or the "Company")
POSTING OF CIRCULAR
INTRODUCTION
1.1 Jasco ordinary shareholders ("Jasco Shareholders") are referred to the
announcement regarding a firm offer (the "Firm Offer") by Jasco to acquire the
entire issued share capital of Spescom Limited and its subsidiaries ("Spescom")
("the Transaction"), released on the Securities Exchange News Service ("SENS")
of the JSE Limited ("JSE") on 3 September 2010, and in the press on 6 September
2010, and the pro forma financial effects of the Transaction and the withdrawal
of cautionary announcement released on SENS on 26 October 2010 and in the press
on 27 October 2010.
1.2 Jasco is proposing a scheme of arrangement between Spescom and Spescom
Shareholders in terms of section 311 of the Companies Act, 1973 (Act 61 of
1973), as amended, for the purpose of acquiring the entire issued share capital
of Spescom. The Firm Offer will be discharged by issuing 31 889 901 new Jasco
ordinary shares at a switch ratio of 1 Jasco ordinary share for every 2.47
Spescom ordinary shares held by Spescom Shareholders, plus a cash consideration
of 15 cents per Spescom ordinary share, totaling R11,815,208.
1.3 The transaction will create an integrated business that will combine
Jasco`s telecommunications experience and Spescom`s information and
communications (ICT) experience to increasingly participate in the growing
converged communications environment. The proposed Spescom acquisition satisfies
Jasco`s stated strategic objectives of being earnings enhancing for both Jasco
and Spescom shareholders, providing a broader product offering to an enlarged
customer base and expanding the group`s presence in the communications supply
chain. The combined group`s revenues are expected to exceed R1 billion and
likewise the market capitalisation and share liquidity should be positively
influenced. Importantly, Jasco will remain over 50% black-owned after the
transaction.
CIRCULAR TO SHAREHOLDERS
Shareholders are hereby advised that the circular to Jasco shareholders
containing the details of the Firm Offer and incorporating the Notice of General
Meeting of ordinary shareholders of Jasco to be held at 10h00 on Wednesday, 24
November 2010 at the registered office of the Company, being 152 Roan Crescent,
Sage Corporate Park North, Midrand, 1632, was posted to Jasco shareholders on
Tuesday, 9 November 2010.
By order of the Board
MH Lotz
Chief executive officer
Johannesburg
10 November 2010
Sponsor
Grindrod Bank Limited
Independent Sponsor
Vunani Corporate Finance
Date: 10/11/2010 15:26:19 Produced by the JSE SENS Department.
The SENS service is an information dissemination service administered by the
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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.
