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PMV
PMV
PMV - Primeserv - Acquisition And Further Cautionary Announcement
PRIMESERV GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1997/013448/06)
("Primeserv" or "the Group")
Share code: PMV & ISIN: ZAE000039277
ACQUISITION OF THE BUSINESS OF STAFF DYNAMIX FROM STAFFLEX (PROPRIETARY)
LIMITED ("THE TRANSACTION") AND FURTHER CAUTIONARY ANNOUNCEMENT
1. Introduction
Shareholders of Primeserv are hereby advised that Primeserv Staff Dynamix
(Pty) Limited ("the Purchaser"), a subsidiary of Primeserv, has entered
into an agreement to acquire the business of Stafflex (Pty) Limited ("the
Seller"), trading as Staff Dynamix.
2. Effective date
The effective date of the transaction is 1 March 2007.
3. Conditions precedent
The transaction is subject to the following conditions precedent by no
later than close of business on 31 March 2007:
3.1 Conclusion of a due diligence by the Purchaser;
3.2 Entering into restraint undertakings by vendors and certain executives
of the Seller;
3.3 Approval by the principal bankers of Primeserv in respect of required
working capital facilities;
3.4 Entering into of a service agreement with a key executive;
3.5 Approval of the transaction by the Board of directors of Primeserv
Group Limited ("the Primeserv Board"); and
3.6 To the extent necessary the approval of the JSE Limited ("JSE") and
Primeserv shareholders.
4. Nature of business
The business acquired acts as a flexible staffing services provider
operating from outlets in Edenvale, Pretoria, Durban and Cape Town,
supplying services largely to the transport and logistics, retail,
entertainment, engineering and construction sectors. The business has an
annual turnover of approximately R100 million and employs a temporary
labour force of approximately 1 500 people.
5. Rationale for the acquisition
The transaction adds to the critical mass of the Primeserv Outsourcing
Division, the major operating unit of Primeserv. The transaction will aid
in further penetrating certain industry segments identified by Primeserv
for expansion and will also provide certain economies of scale and
synergistic benefits.
6. Purchase consideration
The purchase consideration payable for the transaction has a maximum amount
payable of R12 million.
7. Payment of purchase consideration
The purchase consideration will be paid in three instalments, payable on 31
March 2007, 31 December 2007 and 30 June 2008.
8. Financial effects of the transaction and further cautionary announcement
The financial effects of the transaction have not been illustrated to
Primeserv shareholders in this announcement, due to the fact that Primeserv
will be announcing its reviewed financial results for the eighteen months
ended 31 December 2006 on or about 26 March 2007.
The Primeserv Board believes that the financial effects of the transaction
will be more accurately illustrated to Primeserv shareholders, using these
results for the eighteen months ended 31 December 2006 as a reference.
Shareholders of Primeserv should therefore continue to exercise caution
when dealing in their Primeserv shares, until the financial effects of the
transaction have been illustrated to shareholders.
9. Documentation
A circular, which is subject to the approval of the JSE, will be sent to
shareholders in due course. The circular will contain details of the
transaction as required in terms of the JSE Listings Requirements.
Bryanston
6 March 2007
Sponsor
Deloitte & Touche Sponsor Services (Pty) Ltd
(Registration number 1996/000034/07)
Date: 06/03/2007 10:00:00 Produced by the JSE SENS Department.
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