| Fri 13 Jan 2012, 17:40 | | DGC - Digicore Holdings Limited - Acquisition by Digicore of the remaining |
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DGC
DGC
DGC - Digicore Holdings Limited - Acquisition by Digicore of the remaining
30% of the issued share capital of Digicore Fleet Management SA (Pty) Limited
DIGICORE HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration Number 1998/012601/06)
Share code: DGC
ISIN: ZAE000016945
("DigiCore" or "the company")
ACQUISITION BY DIGICORE OF THE REMAINING 30% OF THE ISSUED SHARE CAPITAL OF
DIGICORE FLEET MANAGEMENT SA (PTY) LIMITED
1. INTRODUCTION
1.1 Shareholders are hereby advised that DigiCore has entered into an
agreement to acquire the remaining 30% of the issued share capital
of DigiCore Fleet Management SA (Proprietary) Limited ("DFM SA"),
that is not already owned by DigiCore, from Western Breeze 135
(Pty) Limited (12.6%) and Amabubesi Investments (Pty) Limited
(17.4%) (collectively hereinafter "the Vendors") for a total
consideration of R13 200 000 ("the Acquisition").
1.2 DigiCore already holds an interest of 70% in DFM SA.
1.3 Due to the fact that the Vendors are associates of Messers NA Gasa,
BS Khuzwayo and SS Ntsaluba, directors of DigiCore, the Acquisition
is deemed to be a "related party transaction" as contemplated in
terms of paragraph 10.1(b)(vi) of the Listings Requirements of JSE
Limited ("JSE"). However, as the Acquisition amounts to less than
5% of the market capitalisation of DigiCore as at 8 November 2011,
the Acquisition is classified as a "small related party
transaction" in terms of paragraph 10.7 of the JSE Listings
Requirements.
1.4 Accordingly, this announcement is made for information purposes
only and no action is required by DigiCore shareholders with
regards to the Acquisition.
2. PARTICULARS OF THE ACQUISITION
2.1 DETAILS OF THE BUSINESS OF DFM SA
DFM SA is a South African-based company regarded as a leading fleet
management solutions provider servicing more than 5 000 companies
and it constitutes the bulk of DigiCore`s corporate business in
South Africa. DFM SA offers a wide range of vehicle location, fleet
management, satellite navigation, workflow, mobile job planning and
security tools. DFM SA employs over 350 staff members and has over
100 fully equipped mobile service vehicles. Distribution is through
8 strategically placed branches throughout the country.
2.2 RATIONALE FOR THE ACQUISITION
The Acquisition is the result of the restructuring of a past BEE
transaction, which allows the BEE shareholders to realise cash for
their investment.
2.3 THE PURCHASE CONSIDERATION
The total purchase consideration payable by DigiCore to the Vendors
is R13 200 000 which will be settled in cash to the Vendors as
follows:
2.3.1. Western Breeze 135 (Pty) Limited - R5 544 000; and
2.3.1. Amabubesi Investments (Pty) Limited - R7 656 000.
The purchase price will be settled in 2 tranches, being a total of
R3 906 371 on date of signature of the agreement and the balance is
payable within 24 months from 25 July 2011, free of interest.
DigiCore can effect the payment of the outstanding balance of the
purchase consideration at any stage during the said 24 month
period.
2.4 THE CONDITIONS PRECEDENT
There are no outstanding conditions precedent relating to the
Acquisition.
2.5 THE EFFECTIVE DATE
The 30% stake in DFM SA will only be transferred from the Vendors
to DigiCore after the purchase consideration has been settled in
full. The Vendors will retain full shareholding and voting power
until the date of transfer, and therefore the effective date of the
Acquisition is 25 July 2013.
3. PRO FORMA FINANCIAL EFFECTS OF THE ACQUISITION
Set out in the table below are the pro forma financial effects of the
Acquisition on the Company`s earnings per share ("EPS"), headline
earnings per share ("HEPS"), net asset value per share ("NAV") and
tangible net asset value per share ("TNAV"), based on the audited annual
results for the year ended 30 June 2011, had the transaction been
implemented as at 1 July 2010 for statement of comprehensive income
purposes and on 30 June 2011 for statement of financial position
purposes.
The pro forma financial effects have been prepared for illustrative
purposes only and, because of their nature, may not give a true
reflection of the Company`s financial position, changes in equity,
results of operations or cash flows. The pro forma financial effects are
the responsibility of the Company`s directors.
Audited Unaudited Change (%)
before Pro Forma
acquisition after
(cents) acquisition
(cents)
Basic earnings per share 22.4 24.4 9
Basic headline earnings per share 22.2 24.2 9
Net asset value per share 247.9 249.6 1
Net tangible asset value per share 163.1 164.8 1
Notes:
1. The basic earnings per share and basic headline earnings per
share figures in the "Pro Forma after acquisition" column have
been calculated on the basis that the Acquisition was effected
on 1 July 2010.
2. The net asset value per share and net tangible asset value per
share figures in the "Pro forma after acquisition" column have
been calculated on the basis that the Acquisition was effected
on 30 June 2011.
3. The taxation rate applicable is assumed to be 28%.
The basic earnings per share and basic headline earnings per
share figures are calculated based on weighted average number
of shares in issue of 220 756 000 at 30 June 2011.
4. The net asset value per share and net tangible asset value per
share have been calculated based on 247 669 000 shares in
issue at 30 June 2011.
4. RELATED PARTY TRANSACTION
4.1 Due to the fact that the Acquisition is regarded to be a small
related party transaction in terms of the Listings Requirements of
the JSE, written confirmation is required from an independent
expert confirming the fairness of the terms of the Acquisition to
DigiCore shareholders.
4.2 Accordingly, DigiCore has appointed PKF Corporate Finance (Pty) Ltd
("PKF"), as the independent expert in accordance with paragraph
10.7(b) of the Listings Requirements of the JSE.
4.3 PKF has provided the JSE with written confirmation that the terms
of the Acquisition are fair to DigiCore shareholders. The fairness
opinion will lie open for inspection at the registered office of
DigiCore for a period of 28 days from the date of publication of
this announcement.
13 January 2012
Sponsor:
PSG Capital (Pty) Limited
Date: 13/01/2012 17:40:01 Produced by the JSE SENS Department.
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