|
ZPT
ZPT
ZPT - Zaptronix Limited - Financial effects of the acquisition of the business
of I to I and withdrawal of 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")
FINANCIAL EFFECTS OF THE ACQUISITION OF THE BUSINESS OF I TO I AND WITHDRAWAL OF
CAUTIONARY ANNOUNCEMENT
1 INTRODUCTION
Shareholders are referred to the announcements released on SENS on 26
February 2010 and 3 September 2010, where it was announced that Zaptronix
had entered into a Sale of Business Agreement ("agreement) to purchase the
business risk solutions business of I to I Technology Solutions (Pty)
Limited ("I to I") as a going concern, subject to certain conditions
precedent being fulfilled ("the acquisition").
The current shareholders of I to I is Gandalf Trust, which is a related
party of Zaptronix. Zaptronix and I to I also entered into an Agency
Agreement whereby Zaptronix has been managing the business of I to I since
the 1st of March 2010. In terms of the agency agreement Zaptronix was
entitled to the profits of the business of I to I and was reflected as such
in the year end results that was released on SENS on the 30th of November
2010. The agency agreement will endure until the shareholders approve or
reject the I to I acquisition. In the event that the acquisition is not
approved, the Agency Agreement will cease which contributed 0,93 cents per
share during the financial year ended 31 August 2010.
2 UNAUDITED PRO FORMA FINANCIAL EFFECTS OF THE ACQUISITION
The unaudited pro forma financial effects set out below are provided for
illustrative purposes only to provide information about how the acquisition
may have impacted on Zaptronix`s results and financial position. Due to the
nature of the unaudited pro forma financial information, it may not give a
fair presentation of the company`s results and financial position after the
acquisition. The unaudited pro forma financial effects are based on the
reviewed annual financial information of Zaptronix at 31 August 2010. The
directors of Zaptronix are responsible for the preparation of the unaudited
pro forma financial effects.
Before the I Pro forma % Change
to I After the I
acquisition to I
reviewed acquisition
annual unaudited
31 August 31 August
2010 2010
Earnings per share 0.52 0.52 0%
(cents)
Headline earnings per 0.52 0.52 0%
share (cents)
Net asset value per 1.18 1.53 30%
share (cents)
Net tangible asset 0.65 1.54 103%
value per share (cents)
Weighted average shares 379 319 957 361
in issue (`000)
Shares in issue at 379 319 957 361
period end (`000)
Notes:
(1) The unaudited pro forma financial effects on the results were prepared on
the basis that the acquisition was completed on 1 September 2010.
(2) The unaudited pro forma financial effects on the financial positions were
prepared on the basis that the acquisition was completed on 31 August 2010.
(3) The "Before the I to I acquisition" column has been extracted without
adjustment, from the reviewed annual results of Zaptronix for the year
ended 31 August 2010. These results include net profits for six months of I
to I that Zaptronix earned in terms of the Agency Agreement.
(4) The "After I to I acquisition" net asset value and net tangible asset value
per share have been adjusted to include the following:
- net profits from I to I for the six months from 1 September 2009 to 28
February 2010, as the net profits since 1 March 2010 are already
included in reviewed annual results of Zaptronix;
- a specific issue for cash of 440 million shares at 1.5 cents per
Zaptronix share to the shareholder of I to I in respect of the
purchase consideration;
- a specific issue of 138 million shares at 3 cents per Zaptronix share
in settlement of the outstanding loan to Gandalf Trust and Strider
Holdings (Pty) Limited;
- the estimated transaction costs that have been written off to the
income statement;
- the specific assets taken over from I to I;
- no goodwill arose on the acquisition.
3 OUTSTANDING CONDITIONS PRECEDENT
The acquisition is subject to the fulfilment of inter alia the following
outstanding conditions precedent:
- Regulatory approvals, including shareholders` approval of the transaction;
- The settlement of a loan totalling R 3.8 million (three point eight million
rand) owed by Zaptronix to Strider Holdings (Pty) Ltd and Gandalf Trust,
through subscription of shares for cash by issuing new ordinary Zaptronix
shares at 3 cents per share.
4 FURTHER ANNOUNCEMENT
Shareholders will be notified once the transaction becomes unconditional.
5 WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
Caution is no longer required to be exercised by shareholders when dealing
in their Zaptronix securities.
Johannesburg
03 December 2010
Designated Adviser
Exchange Sponsors
Date: 03/12/2010 17:05:02 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.
| Profile Group (Pty) Ltd. has taken care in preparing all information on this website, but does not accept any liability for errors or out-of-date information. | |||||||||||||
| Other Profile Group sites: FundsData Online (unit trust data) | Profile Group corporate site | |||||||||||||
| [ Terms of Use | Privacy Policy | PAIA manual | FAQs/Help | Site Map | © Copyright Reserved 2026 ] | |||||||||||||
|
|||||||||||||
