| Tue 13 Feb 2007, 15:26 | | DTP - Datapro - Acquisition of Orion final pro for |
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DTP
DTP
DTP - Datapro - Acquisition of Orion final pro forma financial effects and
related director dealings
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")
APPROVAL OF THE ACQUISITION OF ORION TELECOM INVESTMENTS HOLDINGS
(PROPRIETARY) LIMITED ("ORION"), FINAL PRO FORMA FINANCIAL EFFECTS AND RELATED
DIRECTOR DEALINGS
Approval of Orion acquisition
Shareholders are advised that, at the general meeting of DataPro Group held on
Tuesday, 13 February 2007 at 11:00, at DataPro Building, Block B, Rutherford
Estate, 1 Scott Street, Waverley, all the resolutions presented in the notice
of general meeting relating to the acquisition of Orion were passed by the
requisite majority of shareholders. In addition, shareholders are advised
that the book building process relating to the vendor placing has been
approximately 5 times over-subscribed and accordingly, the final condition
precedent relating to the acquisition of Orion has been met ahead of schedule.
Due to, inter alia, the demand in relation to the vendor placing, the positive
response from DataPro Group and Orion employees to participate in the placing
and the initial irrevocable undertaking by Lereko Metier Capital Fund
("Lereko") to take vendor shares up to 20% of the enlarged share capital of
DataPro Group at 85 cents per share as announced on SENS on 15 January 2007,
the directors announce that the purchase price of Orion will be settled in
equity to accommodate the various interested and strategic parties. The
company has also secured facilities amounting to R170 million with a leading
financial institution as outlined in the circular to shareholders dated 29
January 2007 at a favourable rate, which facilities will be used to replace
existing facilities, provide working capital to the enlarged DataPro Group
going forward and facilitate certain smaller potential acquisitions in due
course.
Revised pro forma financial effects
Set out in the table below are the revised pro forma financial effects of the
Orion acquisition, which have been prepared for illustrative purposes only, to
provide information about how the Orion acquisition might have affected the
financial information presented. The pro forma financial effects, because of
their nature, may not give a true reflection of the financial position, the
cash flow position, the results of operations or the changes in equity of
Datapro Group.
Before the After the Percentage
Orion Orion change
acquisition acquisition (%)
(cents per (cents per
share) share)
Earnings 2.25*(i) 5.05*(ii) 124.44
Headline Earnings 2.11*(i) 4.98*(ii) 136.02
Net asset value 39.81(iii) 66.17 (iv) 66.21
Tangible net asset 3.93(iii) 8.23(iv) 109.41
value
* includes only two months` earnings from Definity Telecommunications
(Proprietary) Limited.
Notes:
i) The earnings and headline earnings per Datapro Group share, as set out in
the "Before" column of the table, are based upon the audited financial
results of Datapro Group for the twelve months ended 31 August 2006 from
which the reviewed results for the six months ended 28 February 2006 were
deducted and 365,916,992 weighted average number of Datapro Group shares
in issue.
ii) The earnings and headline earnings per Datapro Group share, as set out in
the "After" column of the table, are based upon the audited financial
results of Datapro Group for the twelve months ended 31 August 2006 from
which the reviewed results for the six months ended 28 February 2006 were
deducted, including the unaudited results of Orion for the six months
ended 31 August 2006 as per management accounts, and 747 390 206 weighted
average number of Datapro Group shares in issue and the assumptions that:
- the Orion acquisition was effective from 1 March 2006;
- the Purchase Price of R380 000 000 was settled on 1 March 2006 through
the placement of 175 000 000 vendor shares to Lereko at 85 cents and
206 473 214 vendor shares at R1.12 to the Orion management vendors and
other parties;
- there were no additional costs incurred relating to the Orion
acquisition; and
- there was no impairment of the goodwill arising from the Orion
acquisition.
iii) The net asset value and tangible net asset value per Datapro Group share,
as set out in the "Before" column of the table, are based upon the
audited balance sheet of Datapro Group at 31 August 2006 and 483,811,921
Datapro Group shares in issue.
iv) The net asset value and tangible net asset value per Datapro Group share,
as set out in the "After" column of the table, are based upon the audited
balance sheet of Datapro Group at 31 August 2006, including the unaudited
balance sheet of Orion at 31 August 2006 as per management accounts, and
865 285 135 DataPro Group shares in issue and the assumptions that:
- the Orion acquisition was effective 31 August 2006;
- the 381 473 214 vendor shares were issued at 99.61 cents per Datapro
Group share, being the average share price achieved in the vendor
placement to Lereko and other parties; and
- the Purchase Price was settled on 31 August 2006.
Related director dealings
Certain DataPro directors participated in the vendor placing at R1.12 per
share, details of which will be contained in a separate announcement.
Johannesburg
13 February 2007
Corporate Advisor to DataPro Group Designated Advisor to DataPro Group
Metier Advisory (Proprietary) Arcay Moela Sponsors (Proprietary)
Limited Limited
Corporate law advisors to the Independent reporting accountants
Vendors Deloitte & Touche
Matisonn Fury Inc
Auditors and reporting accounts to
Orion
Greenwoods Chartered Accountants
Date: 13/02/2007 15:26:31 Produced by the JSE SENS Department.
