| Thu 11 Oct 2012, 16:16 | | MUVONI TECHNOLOGY GROUP LTD - Acquisition Related |
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MTG 201210110038A
Acquisition Related Party Transaction
Muvoni Technology Limited (Formerly Ideco Group Limited)
(Incorporated in the Republic of South Africa)
(Registration number: 2001/023463/06)
Share code: MTG
ISIN code: ZAE000167268
("Muvoni" or "the Company")
1. TERMS ANNOUNCEMENT – PURCHASE OF THE INTELLECTUAL
PROPERTY DEVELOPED BY ZNG TECHNOLOGIES AG (“ZNG”)
Further to the cautionary announcement released on SENS
on 19 September 2012, shareholders are hereby advised
that the Company, through a wholly owned subsidiary,
Ideco AFISwitch (Pty) Limited (“the Purchaser”)has
entered into a Purchase agreement with ZNG ("the Seller")
whereby the Company will purchase the intellectual
property relating to the software developed by the Seller
and used by the Purchaser to conduct criminal record
checks against the SAPS database within South Africa,
pursuant to the AFISwitch project ("the Purchase"),
subject to the fulfilment of the conditions precedent as
set out below.
2. THE SALE ASSET
The Sale Asset means the intellectual property relating
to software developed by the Seller and used by the
Purchaser to conduct criminal record checks against the
SAPS fingerprint database within South Africa pursuant to
the AFISwitch project which comprises the software, know
how, intellectual property, branding, the source code and
documentation.
3. PURCHASE CONSIDERATION
3.1 The consideration payable by the Company to the
Seller in terms of the Purchase shall be an amount
of R6,500,000 (six million five hundred thousand
Rand).
3.2 The Purchase Price shall be payable as follows:
3.2.1 an amount of R2,500,000 (two million five hundred
thousand Rand) in cash on the Implementation Date;
3.2.2 the balance of R4,000,000 (four million Rand)
will be paid in two equal instalments of R2,000,000
(two million Rand) each. The first of which will be
payable 30 days after the Implementation Date, and
the second instalment will be payable 30 days after
payment of the first instalment.
4. RATIONALE FOR THE PURCHASE
The board was approached by the Seller to purchase the
Sale Asset as opposed to paying a monthly royalty fee.
The Board believes that it is in the Company’s best
interest to purchase the Sale Asset.
5. THE EFFECTIVE DATE OF THE PURCHASE
The effective date of the purchase will be 1 September
2012.
6. CONDITIONS PRECEDENT
The Purchase is subject to, inter alia, the following
conditions precedent:
6.1 all relevant resolutions have been adopted and steps
have been taken by the Parties so as to enter into and
implement this Agreement;
6.2 the Purchaser has confirmed in writing that there has
been compliance with all applicable JSE Limited Listings
Requirements (“Listing Requirements’”) for purposes of
entering into and implementing this Agreement;
6.3 all approvals from the South African Reserve Bank
have been obtained for purposes of entering into and
implementing this Agreement;
6.4 the Seller has confirmed in writing to the
satisfaction of the Purchaser that any and all requisite
consents have been obtained from any third parties,
including but not limited to neaMetrics (Proprietary)
Limited(“neaMetrics”), in relation to the sale of the
Sale Assets;
6.5 a non-compete agreement has been entered into between
neaMetrics and the Purchaser and has become unconditional
in all respects.
7. PRO FORMA FINANCIAL EFFECTS
The pro forma financial effects relating to the Purchase
will be communicated to shareholders in due course.
8. RELATED PARTY TRANSACTION
The Seller is a material shareholder and is therefore
regarded as a related party in terms of the Listings
Requirements and the Purchase will require an independent
fairness opinion.
9. INDEPENDENT EXPERT
In accordance with the Companies Act and the Listings
Requirements, an independent expert will be appointed to
provide an independent expert opinion on the Purchase.
The independent expert opinion on the Purchase
will be contained in the circular that will be sent to
shareholders.
10.FURTHER DOCUMENTATION AND SALIENT DATES
Further details of the Purchase will be included in the
Circular containing a notice of general meeting which
will be sent to shareholders in due course. The salient
dates in relation to the Purchase and the pro forma
financial effects of the Purchase will be published prior
to the issuing of the aforementioned circular.
11.RENEWAL OF CAUTIONARY
Muvoni shareholders are advised to continue to exercise
caution when dealing in Muvoni securities until such time
as the pro forma financial effects of the Purchase have been
announced to Muvoni shareholders.
Johannesburg
11 October 2012
Corporate Advisor
DEA-RU(Pty) Limited
Designated Advisor
Sasfin Capital
(a division of Sasfin Bank Limited)
Date: 11/10/2012 03:55:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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