| Tue 30 Nov 2010, 17:00 | | DTC - Datatec Limited - Acquisition of further Westcon Group shares and dealing |
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DTC
DTC
DTC - Datatec Limited - Acquisition of further Westcon Group shares and dealing
in securities by a director
Datatec Limited
(Incorporated in the Republic of South Africa)
Registration number 1994/005004/06
ISIN: ZAE000017745
JSE and LSE share code: DTC
ACQUISITION OF FURTHER WESTCON GROUP SHARES AND DEALING IN SECURITIES BY A
DIRECTOR
Datatec Limited, "Datatec", the "Group" or "the Company", (JSE and AIM: DTC),
the international Information and Communications Technology (ICT) group,
announces that it has acquired a further 1,000 shares in its subsidiary Westcon
Group, Inc. ("Westcon") which had been issued pursuant to the recent exercise of
Westcon share options by a director. As a result of this acquisition (the
"Transaction") Datatec will continue to hold 100% of the equity and voting
rights in Westcon.
The Transaction
Westcon is the holding company of Westcon Group, a global distributor of ICT
equipment which is Datatec`s largest subsidiary. On 17 November 2010, a non-
executive director and previous Chairman of Westcon, John McCartney, who is also
a non-executive director of Datatec, exercised 1,000 share options in Westcon.
This resulted in Mr McCartney owning 0.46% of the equity of Westcon prior to the
Transaction, with Datatec owning 99.54%.
Consideration
The consideration for the Transaction is US$ 2.48 million to be settled by the
issue of new Datatec shares to Mr McCartney.
The consideration was arrived at by using the same independent external
valuation that was used in the repurchase of Westcon shares from a minority
holder announced on 7 October 2010 and applying the same discounts for lack of
control and lack of marketability as were used in that previous transaction.
Issue of shares
500,317 ordinary Datatec ZAR0.01 shares are to be issued to Mr McCartney and
listed pursuant the Transaction, based on a volume weighted average price for
Datatec`s shares for a 30 day period ending on 19 November 2010. Application
has been made to the London Stock Exchange for the admission of these shares to
the Alternative Investment Market, and to the JSE Limited ("JSE") for the
listing of these shares. Listing on both exchanges is expected to become
effective on or about 2 December 2010.
Dealing in securities by a director
In compliance with the JSE Listings Requirements and the AIM Rules, the
following information is disclosed in relation to the Transaction:
Director : J F McCartney
Company : Datatec Limited
Date of transaction : 2 December 2010
Nature of transaction : Off-market issue of new shares
Class of security : Datatec ordinary shares
Number of securities : 500,371
Purchase price per share : ZAR 34.7889
Total transaction value : ZAR 17,407,368 (US$ 2,480,000)
Nature of interest : Direct beneficial
Chairman`s clearance obtained : Yes
Following the Transaction, Mr McCartney has a beneficial interest in 733,371
Datatec Shares representing approximately 0.4 per cent of the total voting
rights in the Company.
Financial effects
In relation to the Transaction, the pro forma financial effects on Datatec`s
earnings per share, headline earnings per share, net asset value ("NAV") per
share and net tangible asset value ("NTAV") per share for the period ended 31
August 2010 have been assessed and are all negligible (below 3%).
Small related party transaction
Mr McCartney is a non-executive director of both Datatec and Westcon and is
therefore a related party to Datatec. The Listings Requirements of the JSE
require written confirmation from an independent expert confirming that the
Transaction is fair to Datatec`s shareholders. BDO Corporate Finance (Pty) Ltd,
as the independent expert acceptable to the JSE, has confirmed that the
Transaction is fair and their fairness opinion is available for inspection at
Datatec`s registered office until 31 December 2010.
Westcon share options
The Westcon share options exercised by Mr McCartney on 17 November 2010 were the
last remaining non-qualified options granted under the Westcon Share Option
Scheme which were exercisable at any time. These options were granted on 16
July 2002. Westcon also operates a share appreciation rights ("SAR") scheme but
the SARs are cash settled. Therefore there will be no further dilution of
Datatec`s 100% ownership of Westcon.
Enquiries:
Datatec Limited
(www.datatec.co.za)
Ivan Dittrich - Chief Financial +27 (0) 11 233 1221
Officer
Wilna de Villiers - Group +27 (0) 11 233 1013
Marketing Manager
Jefferies International Limited
Chris Snoxall +44 (0) 20 7029 8000
College Hill
Adrian Duffield/Rozi Morris (UK) + 44 (0) 20 7457 2020
Frederic Cornet (SA) +27 (0) 11 447 3030
30 November 2010
Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Date: 30/11/2010 17:00:13 Produced by the JSE SENS Department.
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