| Fri 16 Sep 2011, 15:56 | | DEC - Decillion - Detailed cautionary announcement regarding the |
|
DEC
DEC
DEC - Decillion - Detailed cautionary announcement regarding the
acquisition by Decillion of all the issued shares of Lashka 132 Ltd and
further cautionary announcement
Decillion Limited
(Registration number: 1998/011692/06)
(Incorporated in the Republic of South Africa)
JSE code: DEC & ISIN: ZAE000108247
("Decillion" or "the Company")
DETAILED CAUTIONARY ANNOUNCEMENT REGARDING THE ACQUISITION BY DECILLION OF
ALL THE ISSUED SHARES OF LASHKA 132 LTD ("LASHKA") AND FURTHER CAUTIONARY
ANNOUNCEMENT
INTRODUCTION
Following the cautionary announcements released on SENS on 25 May 2010, 8
July 2010, 20 August 2010, 04 October 2010, 15 November 2010, 28 December
2010, 08 February 2011, 22 March 2011, 06 May 2011 and 21 June 2011
respectively, which announcements detailed that the Company had entered
into negotiations with a construction and property development company
which is acquiring and consolidating a diversified property portfolio, for
a possible reverse listing of a large construction company, development
company and the properties being acquired into Decillion, and the
cautionary announcement of 2 August 2011 in which the Company announced the
signing of a Memorandum of Understanding ("MOU") with Ardor Group
(Proprietary) Limited, the Company is pleased to announce that Decillion
and Sciofin (Proprietary) Limited ("Sciofin") have signed a Memorandum of
Understanding ("MOU") dated 15 September 2011.
The MOU agrees that Decillion acquires from Sciofin all the issued shares
of Lashka 132 Limited ("Lashka") for a purchase consideration of R840 783
000 of which R333 540 000 of the purchase consideration is payable in
equity through the issue of new shares in Decillion at R2.45 per share and
the remaining R507 243 000 payable in cash, subject to the conclusion of
the conditions precedent detailed below.
CONDITIONS PRECEDENT
The acquisition is subject to the fulfilment of the following conditions
precedent:
* The maximum bank and or other liabilities to be assumed by Decillion
in relation to the Portfolio will not exceed R311 420 000 at a maximum
agreed rate;
* The historic net income before interest and tax of the Portfolio is
R109 459 000, not accounting for any projected escalation in rental
income.
* The transaction is subject to approval by the shareholders of
Decillion on or before 15 December 2011 as well as other statutory and
regulatory approvals.
* The completion of due diligences by the respective parties on each
other within 60 days of signature.
* Sufficient cash needs to be raised by Decillion for the cash portion
of the Purchase Price on or before 15 December 2011.
LASHKA PROPERTY PORTFOLIO
Details on the property portfolio and financial effects will be announced
in due course.
REVERSE TAKEOVER
Shareholders are cautioned that the implementation of the proposed
acquisition will result in the issue of more than 100% of the current
issued share capital of the Company, and accordingly will result in a
reverse takeover of Decillion for the purposes of the Listings
Requirements, which stipulate that the Company can only retain its listing
following the reverse takeover if the JSE is satisfied that the Company
continues to qualify to be listed.
The listing on the Main Board is conditional on the Company maintaining the
said shareholder spread requirements.
PRO FORMA FINANCIAL EFFECTS OF THE TRANSACTIONS
A separate SENS announcement detailing the pro forma financial effects will
be published in due course.
CHANGE OF CONTROL
Depending on the outcome of separate ongoing acquisition discussions, which
outcomes will be detailed in a separate announcement once concluded, there
may or may not be a change in control. This will be determined in due
course and further announcements made where required.
DOCUMENTATION AND SALIENT DATES
A circular to shareholders detailing the terms of the acquisition and
reverse takeover, incorporating revised listing particulars is currently
being drafted and will be distributed to shareholders in due course.
Salient dates shall also be announced in due course.
FURTHER CAUTIONARY ANNOUNCEMENT
Since the Company is still negotiating further acquisitions and the final
terms and pro forma financial effects of the above-mentioned acquisition
and reverse takeover have not yet been published, shareholders are advised
to continue exercising caution when dealing in the Company`s securities
until a full announcement is made.
JOHANNESBURG
16 September 2011
SPONSOR
Arcay Moela Sponsors (Proprietary) Limited
Date: 16/09/2011 15:56:05 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.
