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MICROMEGA - ACQUISITION OF DELTEC POWER DISTRIBUTORS (PROPRIETARY) LIMITED AND
RENEWAL OF CAUTIONARY ANNOUNCEMENT
MICROmega HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1998/003821/06)
(Share code: MMG ISIN: ZAE000034435)
(`Micromega` or `the group`)
ACQUISITION OF DELTEC POWER DISTRIBUTORS (PROPRIETARY) LIMITED (`DELTEC`) AND
RENEWAL OF CAUTIONARY ANNOUNCEMENT
1. INTRODUCTION
Further to the cautionary announcement published on 2 November 2004,
MICROmega shareholders are advised that MICROmega has entered into an
agreement with Lewis Benjamin Leathwhite (`The Seller`) on 19 November
2004, in terms of which, subject to the fulfilment of the conditions
precedent set out below, MICROmega will acquire the entire issued share
capital of Deltec from the Seller, with effect from 1 October 2004 for a
total consideration of R14.8 million as detailed in paragraph 3 (`The
Acquisition`).
Deltec is a company, which carries on the business of importing and selling
electronic products under the Deltec brand.
2. RATIONALE FOR THE ACQUISITION
The Acquisition of Deltec complements the other agency-based businesses
within the group and will be used as a platform to access and deliver other
services and products throughout South Africa.
3. TERMS OF THE ACQUISITION
3.1 Acquisition, consideration and settlement terms
The Acquisition consideration of R14.8 million is to be settled in
cash on 24 November 2004, upon delivery of the share certificates.
3.2 Other significant terms
The Seller has given no significant guarantees or warranties in
respect of Deltec, other than that he was the registered beneficial
owner at the effective date of the transaction and that his interest
in Deltec was free of any cession or pledge. The Seller has also
warranted that he will cover any further material claims in excess of
the effective date liabilities.
4. CONDITIONS PRECEDENT
The implementation of the Acquisition is subject to approval by the JSE
Securities Exchange South Africa.
5. FINANCIAL EFFECTS OF THE ACQUISITION
The table below shows the per share effect of the acquisition of Deltec for
the 6 months ended 30 June 2004. The pro forma financial effects have been
prepared for illustrative purposes only and, because of its nature, may not
fairly present MICROmega`s financial position at 30 June 2004 or the effect
of future earnings. The financial effects are determined in accordance with
the Listing Requirements of the JSE.
Note Unaudited Unaudited Change (%)
At At
30 June 30 June
2004 2004
Before After
(cents) (cents)
Earnings per share 1 & 2 3.53 4.05 14.73%
Headline earnings per 3 5.39 6.54 21.34%
share
Net asset value per share 4 76.36 79.98 4.74%
Net tangible asset value 4 67.74 68.24 0.74%
per share
Notes:
1. The figures in the `Before` column were extracted from the published
unaudited interim results of MICROmega for the six months ended 30
June 2004.
2. The earnings per share calculation in the `After` column is based on
following assumptions:
* The acquisition was effective from 1 January 2004;
* MICROmega had a weighted average number of shares of 86 215 229
in issue during the period.
3. The headline earnings per share calculation in the `After` column is
based on the same assumptions as the earnings per share calculation,
except for the exclusion from headline earnings of amortisation of
goodwill.
4. Net asset and net tangible asset value per share are based on the
following assumptions:
* The net asset value attributable to the acquisition of Deltec was
R2.75 million at 30 June 2004;
* The net asset value and net tangible asset value of MICROmega
reflected on the balance sheet at 30 June 2004 was R67.5 million
and R60.07 million respectively; and
* The net asset value and net tangible asset value in the `After`
column assumes the transaction was effective from 1 January 2004.
6. OTHER MATTERS
The articles of Deltec will be amended to comply with the JSE Securities
Exchange Listing Requirements.
7. RENEWAL OF CAUTIONARY ANNOUNCEMENT
Negotiations are in progress, which if successful, could have an influence
on the price of MICROmega shares, and shareholders are therefore advised to
continue to exercise caution when dealing in MICROmega shares.
Johannesburg
23 November 2004
SPONSOR
LPC Manhattan Sponsors (Pty) Limited
Registration number 1999/012479/07
Date: 23/11/2004 04:43:19 PM
Produced by the JSE SENS Department
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