| Fri 17 Dec 2010, 9:10 | | ADI - Adaptit Holdings Limited - Small Related Party Transaction |
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ADI
ADI
ADI - Adaptit Holdings Limited - Small Related Party Transaction
ADAPTIT HOLDINGS LIMITED
Incorporated in the Republic of South Africa
(Registration number: 1998/017276/06)
Share code: ADI ISIN: ZAE000113163
("AdaptIT" or "the company")
SMALL RELATED PARTY TRANSACTION
1. INTRODUCTION
Shareholders are advised that AdaptIT has entered into agreement to acquire
the remaining 22.7% of the issued share capital, consisting of 836 shares
of R1.00 each ("Sold Shares") that it does not already own in, and all of
the claims, including loan accounts ("Sold Claims"), against Apply IT
(Proprietary) Limited ("ApplyIT"), a 77.3% owned subsidiary of AdaptIT,
from Mr Gavin Athol Halse, Mr Scott Waldene Bredin, Mr Michael John Gould,
Mr David Brennan, Ms Shirley Natasha Breytenbach and Akhona Trade and
Investments (Proprietary) Limited (collectively "the Sellers"), for a total
acquisition consideration of R720,845.05 ("the acquisition"). The
acquisition of the Sold Shares and Sold Claims constitute one indivisible
transaction.
In terms of paragraphs 10.1(b)(ii) of the Listings Requirements of JSE
Limited ("JSE"), Mr Gavin Athol Halse and Mr Scott Waldene Bredin, who are
both directors of ApplyIT, control 10.8% and 4.3% of ApplyIT respectively,
are considered to be related parties. However, as the acquisition is
greater than 0.25% but less than 5% of the market capitalisation of
AdaptIT, it is classified as a "small related party transaction" in terms
of paragraph 10.7 of the JSE Listings Requirements.
2. THE TRANSACTION
2.1 Nature of AdaptIT
AdaptIT, a black empowered group of South African IT companies,
provides IT services and solutions including consulting and
application design, delivery and support, predominantly to the public
sector and the sugar producing industry in Southern Africa.
2.2 Nature of ApplyIT
Established in 1999, ApplyIT is dedicated to developing and
implementing software solutions for companies involved in process
manufacturing, mining and energy.
ApplyIT has several strategic partnerships, including a Gold Partner
relationship with Microsoft and an Infor Channel Partnership. In
addition, ApplyIT has developed a value added reseller channel for
several of its own products and offerings, focusing on specific
verticals.
ApplyIT has been independently rated by Empowerdex as a Level 2 Broad
Based Black Economic Empowerment contributor.
ApplyIT has a staff compliment of 22 employees and has operations in
Durban, Pretoria, Australia and several African countries.
2.3 Consideration
The consideration is to be settled via the issue of 1 360 085 ordinary
par value shares at an issue price of R0.53 per share.
2.4 Rationale for the transaction
ApplyIT`s process manufacturing market segment, blue chip client base
and niche software products have significant synergies with the
AdaptIT group`s core manufacturing sector market and related products.
Due to the size of ApplyIT relative to the balance of the group, it is
desirable to have ApplyIT management fully strategically aligned with
the group and it is operationally more efficient to own ApplyIT
outright, as certain overheads and separate functions can be fully
integrated.
2.5 Conditions precedent and effective date
There are no conditions precedent to the acquisition, the effective
date of which is 30 November 2010.
3. PRO FORMA FINANCIAL EFFECTS OF THE ACQUISITION
The pro forma financial effects of the acquisition on AdaptIT`s earnings
per share, headline earnings per share, net asset value per share and
tangible net asset value per share are less than 3% and therefore in terms
of paragraphs 9.15(d) and 9.15(e) of the JSE Listings Requirements, pro
forma financial effects regarding the acquisition are not disclosed.
4. FAIRNESS OPINION
The JSE has been provided with written confirmation from Merchantec
Capital, the Independent Professional Expert acceptable to the JSE, that
the terms of the acquisition with the related party are fair as far as the
shareholders of AdaptIT are concerned. The Independent Professional
Expert`s fairness opinion will be available for inspection at the
registered office of AdaptIT for a period of 28 days from the date of this
announcement.
17 December 2010
Sponsor and Independent Professional Expert
Merchantec Capital
Date: 17/12/2010 09:10:01 Produced by the JSE SENS Department.
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