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CASEY INVESTMENT HOLDINGS LIMITED
(Registration No:1998/016433/06)
("Casey")
JSE CODE: CSY - ISIN CODE: ZAE000016127
ACQUISITION OF THE TECHNOLOGY SERVICES DIVISION
OWNED BY NDIZANI TECHNOLOGY HOLDINGS (PTY) LTD ("Ndizani")
AND CAUTIONARY ANNOUNCEMENT
1.INTRODUCTION
Casey is a supplier of computer equipment, business system applications and
infrastructure support. Casey"s major shareholder is Black Information
Technology Company Limited ("Blitec"), a BEE company with 89 individual
shareholders. Other than the Casey investment, Blitec owns interests in two
other operations:
- 80% of Ndizani with 10% each being held by AMD Business Trust ("AMD") and Sizo
Family Trust ("Sizo"); and
- 30% of SAP Public Services (Pty) Ltd, with the balance of the shareholding
held by SAP Africa (Pty) Ltd whose ultimate shareholder is the international
software applications provider, SAP AG.
Blitec has indicated that it wishes to consolidate its various information
technology interests within Casey to provide a more comprehensive service to its
customer base.
2. DETAILS OF THE ACQUISITION
At a general meeting of the shareholders of Ndizani held on 27 February 2003, it
was resolved that Ndizani would sell its technology services division as a going
concern to Casey for a consideration to be determined, based on the profits
actually achieved for the year ended 28 February 2003 and subject to the
completion of a due diligence review.
The transaction is subject to the following conditions precedent:
- That a legal agreement be entered into before 31 March 2003;
- That a due diligence review be undertaken of both the Ndizani and Casey
Business Solutions operations;
- That all sales contracts entered into by Ndizani and Casey Business Solutions
be transferred to the subsidiary; and
- The approval of the transaction by the shareholders of Casey, the JSE
Securities Exchange South Africa("JSE"), the Competition Commission and other
regulatory authorities, if applicable.
Warranties as are usual for a transaction of this nature are to be included in
the agreement.
3. NATURE OF NDIZANI"S BUSINESS OPERATIONS
Ndizani operates two divisions: the technology services division and the contact
centre operation.
The technology services business operating from offices in Cape Town and
Johannesburg comprises the supply of computer equipment and software,
infrastructure support, supply of products for business applications, software
development and training services.
Two of the largest clients of the technology division are the Cape Metropolitan
Council and the Western Cape Provincial Government.
The contact centre business operates a 100 seat capacity contact centre in Cape
Town.
4. FINANCIAL EFFECTS
As the purchase consideration for the Ndizani operation will only be determined
once the due diligence review has been completed, shareholders will be informed
of the financial effects of the transaction in due course.
5. ADDITIONAL REQUIREMENTS
The acquisition of the Ndizani technology services division is regarded as a
related party transaction in terms of the JSE"s Listings Requirements.
Accordingly a fair and reasonable opinion is to be obtained from an independent
professional expert.
6.CAUTIONARY
In view of the aforementioned, Casey shareholders are advised to exercise
caution when dealing in their shares on the JSE until a detailed acquisition
announcement is published.
Johannesburg
17 March 2003
Corporate Finance Advisor and Sponsor
The Janus Corporation (Pty) Ltd
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