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MICROMEGA - ACQUISITION OF DELTEC POWER DISTRIBUTORS (PROPRIETARY) LIMITED AND

Release Date: 23/11/2004 16:43
Code(s): MMG
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MICROMEGA - ACQUISITION OF DELTEC POWER DISTRIBUTORS (PROPRIETARY) LIMITED AND RENEWAL OF CAUTIONARY ANNOUNCEMENT MICROmega HOLDINGS LIMITED (Incorporated in the Republic of South Africa) (Registration number 1998/003821/06) (Share code: MMG ISIN: ZAE000034435) ("Micromega" or "the group") ACQUISITION OF DELTEC POWER DISTRIBUTORS (PROPRIETARY) LIMITED ("DELTEC") AND RENEWAL OF CAUTIONARY ANNOUNCEMENT 1. INTRODUCTION Further to the cautionary announcement published on 2 November 2004, MICROmega shareholders are advised that MICROmega has entered into an agreement with Lewis Benjamin Leathwhite ("The Seller") on 19 November 2004, in terms of which, subject to the fulfilment of the conditions precedent set out below, MICROmega will acquire the entire issued share capital of Deltec from the Seller, with effect from 1 October 2004 for a total consideration of R14.8 million as detailed in paragraph 3 ("The Acquisition"). Deltec is a company, which carries on the business of importing and selling electronic products under the Deltec brand. 2. RATIONALE FOR THE ACQUISITION The Acquisition of Deltec complements the other agency-based businesses within the group and will be used as a platform to access and deliver other services and products throughout South Africa. 3. TERMS OF THE ACQUISITION 3.1 Acquisition, consideration and settlement terms The Acquisition consideration of R14.8 million is to be settled in cash on 24 November 2004, upon delivery of the share certificates. 3.2 Other significant terms The Seller has given no significant guarantees or warranties in respect of Deltec, other than that he was the registered beneficial owner at the effective date of the transaction and that his interest in Deltec was free of any cession or pledge. The Seller has also warranted that he will cover any further material claims in excess of the effective date liabilities. 4. CONDITIONS PRECEDENT The implementation of the Acquisition is subject to approval by the JSE Securities Exchange South Africa. 5. FINANCIAL EFFECTS OF THE ACQUISITION The table below shows the per share effect of the acquisition of Deltec for the 6 months ended 30 June 2004. The pro forma financial effects have been prepared for illustrative purposes only and, because of its nature, may not fairly present MICROmega"s financial position at 30 June 2004 or the effect of future earnings. The financial effects are determined in accordance with the Listing Requirements of the JSE. Note Unaudited Unaudited Change (%) At At 30 June 30 June
2004 2004 Before After (cents) (cents) Earnings per share 1 & 2 3.53 4.05 14.73% Headline earnings per 3 5.39 6.54 21.34% share Net asset value per share 4 76.36 79.98 4.74% Net tangible asset value 4 67.74 68.24 0.74% per share Notes: 1. The figures in the "Before" column were extracted from the published unaudited interim results of MICROmega for the six months ended 30 June 2004. 2. The earnings per share calculation in the "After" column is based on following assumptions: * The acquisition was effective from 1 January 2004; * MICROmega had a weighted average number of shares of 86 215 229 in issue during the period. 3. The headline earnings per share calculation in the "After" column is based on the same assumptions as the earnings per share calculation, except for the exclusion from headline earnings of amortisation of goodwill. 4. Net asset and net tangible asset value per share are based on the following assumptions: * The net asset value attributable to the acquisition of Deltec was R2.75 million at 30 June 2004; * The net asset value and net tangible asset value of MICROmega reflected on the balance sheet at 30 June 2004 was R67.5 million
and R60.07 million respectively; and * The net asset value and net tangible asset value in the "After" column assumes the transaction was effective from 1 January 2004. 6. OTHER MATTERS The articles of Deltec will be amended to comply with the JSE Securities Exchange Listing Requirements. 7. RENEWAL OF CAUTIONARY ANNOUNCEMENT Negotiations are in progress, which if successful, could have an influence on the price of MICROmega shares, and shareholders are therefore advised to continue to exercise caution when dealing in MICROmega shares. Johannesburg 23 November 2004 SPONSOR LPC Manhattan Sponsors (Pty) Limited Registration number 1999/012479/07 Date: 23/11/2004 04:43:19 PM Supplied by www.sharenet.co.za Produced by the JSE SENS Department

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