| Mon 23 Jan 2012, 17:45 | | IFC - IFCA Technologies Limited - Further update to the mandatory offer |
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IFC
IFC
IFC - IFCA Technologies Limited - Further update to the mandatory offer,
disposal of IFCA Software Proprietary Limited and acquisition of third wave
diving and Travel Proprietary Limited and renewal of cautionary announcement
IFCA TECHNOLOGIES LIMITED
Incorporated in the Republic of South Africa
(Registration number 2006/030759/06)
Share code: IFC ISIN: ZAE000088555
("IFCA" or "the Company")
FURTHER UPDATE TO THE MANDATORY OFFER, DISPOSAL OF IFCA SOFTWARE PROPRIETARY
LIMITED AND ACQUISITION OF THIRD WAVE DIVING AND TRAVEL PROPRIETARY LIMITED AND
RENEWAL OF CAUTIONARY ANNOUNCEMENT
1 Further update to the mandatory offer, disposal of IFCA Software
Proprietary Limited and acquisition of Third Wave Diving and Travel
Proprietary Limited
Further to the announcements released on SENS on 1 November 2011 and 9
December 2011 which set out the details of, inter alia, the mandatory
offer, the IFCA sWare Disposal and the Third Wave Acquisition, and using
the terms defined therein unless otherwise stated, shareholders are hereby
provided with a further update thereto.
1.1 Mandatory offer
Shareholders are advised that the Circular, containing full details
of, inter alia, the mandatory offer, as well as a notice to convene a
general meeting of IFCA shareholders in order to consider and, if
deemed fit to pass, with or without modification, the resolutions
necessary to approve and implement, inter alia, the IFCA sWare
Disposal as detailed in paragraph 1.2 below, is in the process of
being finalised and approved. Accordingly, the board of directors of
IFCA ("the Board") expects to distribute the Circular by no later than
the end of February 2012.
1.2 IFCA sWare Disposal
On 5 August 2011, it was announced on SENS ("initial announcement")
that IFCA had entered into an agreement with Squirewood Investments 99
Proprietary Limited ("Squirewood" or "the Acquiror"), in terms of
which, subject to the fulfilment or waiver of certain conditions
precedent, Squirewood will acquire 100% of the IFCA sWare Sale Shares
and the IFCA sWare Sale Claims from IFCA for a total consideration of
R1 000.00.
Shareholders are hereby advised that IFCA sWare will no longer be
acquired by Squirewood, but by a different entity, the details of
which will be announced to shareholders in due course. Except for the
aforementioned change in the Acquiror, the terms of the IFCA sWare
Disposal will remain materially unchanged since the initial
announcement.
The disposal of IFCA sWare, the Company`s sole operating entity,
constitutes a disposal of IFCA`s entire undertaking in terms of
section 112 of the Companies Act. Consequently, IFCA is required to
obtain a fair and reasonable opinion from an Independent Professional
Expert, as well as the approval for the IFCA sWare Disposal from
shareholders, by way of a special resolution, in accordance with
section 115 of the Companies Act.
The opinion of the Independent Professional Expert, and the
independent board, will be included in the Circular.
1.3 Third Wave Acquisition
Shareholders are furthermore advised that certain conditions of the
Third Wave Acquisition are being finalised and that these will be
announced in due course. Accordingly, a resolution seeking shareholder
approval for the Third Wave Acquisition will not be included in the
Circular. Details of the Third Wave Acquisition will be set out in a
separate circular to shareholders in due course.
2 Renewal of cautionary announcement
Further to the cautionary announcement dated 3 March 2011, and the
subsequent renewal of cautionary announcements, the last of which was dated
9 December 2011, shareholders are advised that numerous negotiations are
still in progress, which if successfully concluded, may have a material
effect on the price of the Company`s securities.
Accordingly, shareholders are advised to continue to exercise caution when
dealing in the Company`s securities, until a further announcement is made.
23 January 2012
Designated Adviser
Merchantec Capital
Date: 23/01/2012 17:45:00 Produced by the JSE SENS Department.
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