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Financial effects on the Tedaka Technologies acquisition and withdrawal of cautionary announcement
ANSYS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1987/001222/06)
JSE Share code: ANS & ISIN: ZAE00097028
("Ansys" or "the Company")
FINANCIAL EFFECTS ON THE TEDAKA TECHNOLOGIES ACQUISITION AND
WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
1. THE ACQUISITION
Shareholders are referred to the announcement released on SENS on 22 May 2013, where it
was announced that Ansys has purchased 100% of the shares and shareholder loans of
Tedaka Technologies (Pty) Ltd (“Tedaka Technologies”)(“the acquisition”) from Tedaka
Investments (Pty) Ltd (“The Seller”) for a maximum consideration of R 22 million through the
issue of 110 000 000 shares at 20 cents per share.
Shareholders are advised that Ansys signed legal agreements on 30 August 2013, in which
the transaction was amended as follows:
1.1 The maximum purchase consideration payable by way of Ansys shares shall be limited
to R25 944 000 by way of the issue and allotment of a maximum of 129 720 000 Ansys
ordinary shares at 20 cents a share.
1.2 Initial Payment: the Seller will be paid an initial amount of R 16 million which is payable
by the issue of Ansys ordinary shares at an issue price of 20 cents per share within 7
days after all the suspensive conditions have been fulfilled. The first tranche payment
shall be allocated as to the convertible equity loan which shall have a value of
R8 000 000 and R8 000 000 to the sale shares.
1.3 Second Payment: the second payment will be calculated by multiplying the audited profit
after tax (based on IFRS) of Tedaka Technologies for the year ending 28 February 2014
(“2014 PAT”) by a PE ratio of 3,0 and deducting from this amount the amount paid in 1.2.
This is subject to a maximum price of R25 944 000. The second payment will be paid by
the issue of Ansys ordinary shares at an issue price of 20 cents per share.
As at the last practicable date prior to the finalisation of these financial effects the management
of Tedaka Technologies expected the 2014 PAT to be R6 158 336.
Pro forma financial effects of the acquisition
The unaudited pro forma financial effects of the acquisition on Ansys shareholders set out
below are based on the published audited results of Ansys for the year ended 28 February
2013. The unaudited pro forma financial effects are the responsibility of the board of directors
of Ansys and have been prepared for illustrative purposes only and because of their pro forma
nature may not fairly present Ansys’s financial position or results of operations after the
acquisition. The directors of Ansys are responsible for the preparation of the unaudited pro
forma financial effects.
2
Pro forma
“Before the “After the
acquisition” acquisition”
audited annual unaudited
28 February 28 February %
(1)
2013 2013 Change
Loss per share
(2)(5)
(cents) (7.74) (3.83) 50.52
Headline earnings per
(2)(5)
share (cents) 2.40 2.63 9.58
Net asset value per
(3)(4)
share (cents) 22.71 21.53 (5.20)
Net tangible asset value
(3)(4))
per share (cents) 9.60 8.23 (14.27)
Weighted average 162 162 946 254 537 988
shares in issue
Shares in issue at year
end 164 867 056 257 242 098
Notes:
(1) The ‘before the acquisition’ figures have been extracted from the audited accounts of
Ansys for the year ended 28 February 2013.
(2) The basic loss and headline earnings per share were calculated as if the acquisition took
place on 1 March 2012.
(3) The net asset value and net tangible asset value per share were calculated as if the
acquisition took place on 28 February 2013.
(4) The "After the acquisition" net asset value and net tangible asset value per share have
been adjusted to include the following:
- the assets and liabilities of Tedaka Technologies;
- non-current liabilities have been reduced by R8 million relating to the settlement of the
Tedaka Investments (Pty) Ltd shareholders loan as part of the acquisition;
- transaction costs of R0.72 million was paid out of cash and cash equivalents, the
taxation effect thereof has been recorded as an adjustment to the deferred tax asset;
- goodwill of R12.617 million arose from the acquisition;
- the number of shares in issue has increased by 92 375 042 shares. The shares are
assumed to be issued at 20 cents per ordinary share, being the closing price at the last
practicable date prior to the finalisation of these financial effects. The number of shares
issued has been calculated based on a forecasted 2014 PAT of R6,158,336.
(5) The "After the acquisition" basic loss per share and headline earnings per share have
been adjusted to include the following adjustments which are expected to have a non-
continuing effect:
- transaction costs of R0.72 million have been included in operating costs, the
corresponding taxation effect has also been accounted for;
- the weighted average number of shares in issue has increased by 92 375 042 shares.
The shares are assumed to be issued at 20 cents per ordinary share, being the
closing price at the last practicable date prior to the finalisation of these financial
effects. The number of shares issued has been calculated based on the forecasted
2014 PAT of R 6,158,336.
2. SHAREHOLDERS CIRCULAR
3
A circular containing full details of the acquisition will be distributed to shareholders on or
before 7 October 2013.
3. WITHDRAWAL OF CAUTIONARY ANNOUNCEMENTS
Shareholders are advised that caution is no longer required to be exercised by shareholders
when dealing in Ansys’s securities.
Designated Adviser
Exchange Sponsors
Johannesburg
3 September 2013
Date: 03/09/2013 10:45:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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