|
Micromega Holdings Limited - Acquisition Of Intermap (proprietary) Limited
Release Date: 06/02/2004 16:53:01 Code(s): MMG
MICROmega HOLDINGS LIMITED - ACQUISITION OF INTERMAP (PROPRIETARY) LIMITED
("INTERMAP")
MICROmega HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1998/003821/06)
JSE Share code: MMG
ISIN: ZAE000034435)
("Micromega" or "the company")
ACQUISITION OF INTERMAP (PROPRIETARY) LIMITED ("INTERMAP")
1. INTRODUCTION
Further to the cautionary announcement published on 22 January 2004, the
shareholders of MICROmega are advised that the company has entered into an
agreement to acquire from the Ross Lewin Family Trust ("the Seller"),
represented by Ross Lewin, the entire issued share capital of Intermap,
with effect from 1 January 2004, for a total consideration of R11 million
as detailed in paragraph 3 ("the acquisition"). Intermap is a company
which develops customised web-based business management software and
information visualisation tools. Intermap"s products are currently used by
clients as risk management and working capital management tools.
2. RATIONALE FOR THE ACQUISITION
Intermap has to date focused on the development of web-based solutions for
both the private and public sector. Their solutions and products have not
been actively marketed but have rather been developed and implemented in
clients as a result of the demand driven environment within which the
business has operated. MICROmega believes that the demand for Intermap"s
solutions within MICROmega"s current client base coupled with market
awareness for the solutions available from Intermap will result in high
levels of earnings growth.
3. TERMS OF THE ACQUISITION
3.1 Acquisition, Consideration And Settlement Terms
The consideration of R11 million is directly related to future profit
warranties warranted by the Seller, and will be settled in cash and
shares provided such warranties are met, as follows:
* Payment 1: R2.40 million cash and 1.6 million shares of 1 cent
each at premium of 99 cents will be settled on the 9 February
2004.
* Payment 2: R2.25 million on the 31 December 2004, on a warranted
profit of R1.30 million after tax.
* Payment 3: R2.25 million on the 31 December 2005, on a warranted
profit of R1.43 million after tax.
* Payment 4: R2.25 million on the 31 December 2006, on a warranted
profit of R1.57 million after tax.
* Payment 5: R0.25 million on the 31 December 2007.
4. FINANCIAL EFFECTS OF THE ACQUISITION
Had the acquisition been in effect for the 6 months ended 30 June 2003,
there would have been no significant effect on MICROmega"s earnings per
share, headline earnings per share or net asset value per share. Intermap"s
net asset value on the effective date was R2.40 million and had their
results been included in MICROmega"s last reporting period they would have
made a net contribution of R0.56 million. However, in the medium to long
term, significant benefits are expected to materialise as a result of the
synergy between Intermap and MICROmega Revenue Management Services.
MICROmega is consequently of the opinion that Intermap will be a material
contributor to earnings growth in the future.
5. CONDITIONS PRECEDENT
All conditions precedent relating to the acquisition have been fulfilled,
except for the granting of the listing of the 1.6 million consideration
shares by the JSE Securities Exchange South Africa ("JSE").
6. WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
Shareholders are advised that, as a result of the disclosure made in this
announcement, caution is no longer required when dealing in their MICROmega
shares and the cautionary announcement dated 22 January 2004 is hereby
withdrawn.
Johannesburg
9 February 2004
Sponsor:
LPC Manhattan Sponsors (Pty) Ltd
(Registration number 1999/024792/07)
Date: 06/02/2004 04:53:04 PM
Produced by the JSE SENS Department
| Profile Group (Pty) Ltd. has taken care in preparing all information on this website, but does not accept any liability for errors or out-of-date information. | |||||||||||||
| Other Profile Group sites: FundsData Online (unit trust data) | Profile Group corporate site | |||||||||||||
| [ Terms of Use | Privacy Policy | PAIA manual | FAQs/Help | Site Map | © Copyright Reserved 2026 ] | |||||||||||||
|
|||||||||||||
