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Specific Repurchase of 358 280 MICROmega Shares
MICROmega HOLDINGS LIMITED
Incorporated in the Republic of South Africa
(Registration number: 1998/003821/06)
Share code: MMG ISIN: ZAE000034435
(“MICROmega” or “the Company” or “the Group”)
SPECIFIC REPURCHASE OF 358 280 MICROmega SHARES
1. BACKGROUND TO AND RATIONALE FOR THE SPECIFIC REPURCHASE
On 10 June 2014 MICROmega, through a nominee, entered into a sale of members interest
agreement (“Acquisition Agreement”) with Mr Leon Smith and Mrs Vanesia Smith (“the
Sellers”) for the acquisition of their collective 50% members interest in and any claims they
might have against Mubesko Africa Proprietary Limited (“Mubesko”), prior to its conversion from
a closed corporation to a company.
In terms of the Acquisition Agreement, the Sellers were, inter alia, issued 358 280 MICROmega
ordinary shares (“Option Shares”) and granted a put option thereon, whereby in the event that
the MICROmega share price on 30 November 2015 was less than the average closing price of
MICROmega shares for the 30 day period preceding 8 July 2015 (“Option Price”), being the
date of publication of the audited financial statements of Mubesko for the 12 month period ended
31 May 2015 (“Publication Period”), the Sellers had the right but not the obligation to sell the
Option Shares to the Company at the Option Price (“Specific Repurchase”).
Accordingly, given that the MICROmega share price on 30 November 2015 of R14.40 was less
than the Option Price of R18.84 and the Sellers exercised the Put Option on 25 February 2016,
the Specific Repurchase is required in order to effect the exercise of the Put Option.
2. JSE LISTINGS REQUIREMENTS
In terms of the Listings Requirements of JSE Limited (“Listings Requirements”), the Specific
Repurchase requires the approval of a special resolution achieving a 75% majority of the votes
cast in favour thereof by all shareholders present or represented by proxy at the general meeting,
excluding participants and their associates. Accordingly, in terms of paragraph 5.69(b) of the
Listings Requirements, the Sellers (who collectively hold 366 076 MICROmega shares), and their
associates will be excluded from voting on the Specific Repurchase. The presence of the Sellers
will however, form part of the quorum at the general meeting.
3. FINANCIAL INFORMATION PERTAINING TO THE SPECIFIC REPURCHASE
3.1 Impact of the Specific Repurchase on the financial information of MICROmega
The impact of the Specific Repurchase has been calculated and the board of directors of
MICROmega can confirm that the implementation of the Specific Repurchase will have an
insignificant impact on the financial information of MICROmega.
3.2 Source of funds
The Specific Repurchase will be funded from existing cash reserves.
3.3 Treasury shares in issue
MICROmega will hold 2 728 708 shares in treasury on completion of the Specific
Repurchase.
4. CIRCULAR TO MICROmega SHAREHOLDERS
A circular containing full details of the Specific Repurchase and a notice to convene a general
meeting of MICROmega shareholders in order to consider and, if deemed fit, to pass with or
without modification, the resolution necessary to approve and implement the Specific
Repurchase, will be sent to MICROmega shareholders on or about 14 March 2016.
Johannesburg
26 February 2016
Sponsor
Merchantec Capital
Date: 26/02/2016 04:45:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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