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Beget Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 2002/011635/06)
("Beget" or "the Company")
(JSE Code: BEE ISIN: ZAE000044111)
ACQUISITION ANNOUNCEMENT AND WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
1. INTRODUCTION
Shareholders are advised that Beget has entered into agreement with Ianitor
International (Proprietary) Limited ("Ianitor"), a Namibian company, and
Hopefield Enterprises Corporation Inc ("Hopefield"), a company registered in the
British Virgin Islands ("the Vendors") to acquire the Ianitor assets and
Hopefield intellectual property ("the Assets") for a total consideration of
R8 million. The purchase consideration will be settled as follows:
R320 000 was paid in cash on signature of the agreements between Beget and the
Vendors;
R3 000 000 has been settled by way of the issue of 16 666 667 ordinary shares in
Beget at an issue price of 18 cents per share;
R1 680 000 payable on 30 April 2003, in cash or the issue of ordinary shares in
Beget at 18 cents per share; and
R3 000 000 payable on or before 30 April 2004 in cash or the issue of ordinary
shares in Beget at 18 cents per share.
The purchase consideration is subject to the completion of a due diligence of
the Assets by Beget.
2. NATURE OF ASSETS
The Assets acquired are middleware software geared towards GSM and
Telecommunications, as well as SS7 skills on developer level. The employees
have extensive implementation experience on various switches and different
network configurations with the capability to develop any new telecommunication
products due to their extensive SS7 knowledge which forms the backbone of
telecommunications globally.
The product range includes:
Angelos SMSC - Short Message Service Centre
Teleios VAS Server - Value Added Server
Aureus Pre-paid Billing Switch
Angelos Batch SMPP - sending bulk SMS
Thuella Information Broker - Middleware
Angelos Messenger - virtual mobile phone
Beget will therefore be in the position to provide a unique architecture,
offering a full complement of enhanced services for SMS, VAS, Messaging and
Billing in its business activities outside South Africa.
3. RATIONALE FOR ACQUISITION
The products and technology acquired will substantially enhance the current
drive by Beget to distribute its products and services globally. This will
enable Beget to develop products and services more rapidly as Beget will now
have their own switching platform in the GSM network.
4. FINANCIAL EFFECTS
4.1 The net asset value of the Assets as at 30 November 2002 amounts to
[R8 160 573] resulting in a discount of [R160 573] on acquisition.
4.2 The effect of the acquisition of the Assets on the net asset value of
Beget, based on the financial information contained in the pre-listing statement
is as follows:
Before(1) After
(cents) (cents) %
Net asset 3.43 5.12 49.27
value
Tangible net 0.59 2.60 340.68
asset value
Notes:
1. The before column is based on the financial information to 30 June
2002 as contained in the pre listing statement of Beget dated 9 December 2002.
2. The after column is based on the value of the Ianitor assets as at
30 November 2002 of R8 160 573, acquired by Beget, and issued share capital of
378 172 851, assuming that the remaining purchase consideration of R7 680 000
has been settled by way of the issue of shares in Beget.
4.3 The Vendors have given a profit warranty of R9 million after tax for
the year ending 28 February 2004. To the extent that the profit warranty is not
achieved, the purchase consideration payable on 30 April 2004 will be reduced
accordingly.
5. WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
The cautionary announcement published on 27 January 2003 is withdrawn with
this announcement.
Pretoria
7 February 2003
MERCHANT BANK SPONSOR
MARRIOTT MERCHANT BANK LIMITED EXCHANGE SPONSORS (PTY) LIMITED
Date: 07/02/2003 02:37:00 PM Produced by the JSE SENS Department
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