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DTP
DTP
DTP - Datapro Group And Lereko Metier Capital Growth Fund Announce
Bee Transaction
DATAPRO GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1998/016433/06)
Share code: DTP
ISIN: ZAE000058061
("DataPro Group" or "the Company")
DATAPRO GROUP AND LEREKO METIER CAPITAL GROWTH FUND ANNOUNCE BEE TRANSACTION
1. Introduction
DataPro Group announced on SENS on 15 November 2006 that it will acquire 100% of
the shares in and loan account claims against Orion Telecom Investment Holdings
(Proprietary) Limited ("Orion") with effect from 1 December 2006 from the
shareholders of Orion ("the Vendors"), subject to the approval of DataPro Group
shareholders (the "Proposed Transaction").
It was further announced that the purchase consideration of R380 million ("the
Purchase Consideration") is to be settled partly in cash and partly by way of a
placement of DataPro Group shares to the Vendors ("Vendor Shares"), which in
turn DataPro Group will be obliged to place in the market by way of a vendor
consideration placing ("the Vendor Consideration Placing").
2. Increase in BEE shareholding in DataPro Group
Following receipt of Competition Commission approval of the acquisition of Orion
on 9 January 2007, the board of directors has approved the vendor placing
required in terms of the Orion acquisition, with the last remaining conditions
precedent to the Proposed Transaction being shareholder approval and securing of
irrevocable undertakings from debt providers to provide loan funding and equity
providers to subscribe for the such number of vendor consideration shares
necessary to settle the balance of any cash amounts payable to the vendors.
DataPro Group is pleased to announce that, subject to the fulfilment of certain
conditions precedent set out in paragraph 4 below, an irrevocable offer to
subscribe for such vendor shares has been received and accepted by the directors
of DataPro Group, whereby the Lereko Metier Capital Growth Fund ("LMCGF") will
hold approximately 20% of the enlarged issued share capital of DataPro Group
immediately following the Vendor Consideration Placing. LMCGF is a private
equity fund managed by a black owned fund manager whose principals are Popo
Molefe, Paul Botha, Valli Moosa, Thierry Dalais, Lulu Gwagwa and Anthony Hewat.
The price payable in cash by LMCGF per Vendor Share will be 85 cents, which is
at a premium of 1.43% to the 30-day weighted average traded DataPro Group share
price prior to the date that the Vendor Placing was authorised by the directors
of DataPro Group, being 12 January 2007. The amount payable is estimated to be
in the range of R120 million, subject to the final pricing achieved for the
Vendor Placing.
The BEE Placing, together with the DataPro Group shares already owned by funds
under the management of Vantage Capital, will result in the effective BEE
shareholding in DataPro Group to be in excess of 25.1% subsequent to the Vendor
Consideration Placing.
3. Rationale
DataPro Group believes that BEE is in the national interest of South Africa and
is accordingly firmly committed to implementing a comprehensive BEE program.
DataPro Group is of the view that the Lereko Matier Placing will ensure that the
Company, on successful conclusion of the Orion transaction, will significantly
improve its BEE credentials and thus enable DataPro Group to further grow its
business in the corporate and government sector.
4. Conditions Precedent
The Lereko Metier Placing is conditional upon the following conditions
precedent:
4.1 the Proposed Transaction being approved by the shareholders of DataPro
Group;
4.2 the balance of the Purchase Consideration being fully raised by DataPro
Group by 28 February 2007; and
4.3 LMCGF being entitled to appoint two directors to the Board of DataPro
Group.
Johannesburg
15 January 2007
Corporate Advisor to DataPro Group
Metier Advisory (Proprietary) Limited
Designated Advisor to DataPro Group
Arcay Moela Sponsors (Proprietary) Limited
Date: 15/01/2007 12:16:40 Produced by the JSE SENS Department.
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