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MIX - TeliMatrix - Acquisition of SDI Group of companies TeliMatrix Limited (Incorporated in the Republic of South Africa) Registration number 1995/013858/06) JSE Code: MIX ISIN: ZAE000104683 ("TeliMatrix" or "the Group") ACQUISITION OF SDI GROUP OF COMPANIES INTRODUCTION Shareholders are advised that Telimatrix has reached agreement, subject to conditions referred to below, to acquire substantially all the equity ("the acquisition") in the Safe Drive International group of companies. ACQUISITION OF SDI GROUP OF COMPANIES TeliMatrix has agreed to purchase from Simon Williams, Craig Blinco, Jolinda Williams and Karen Blinco (collectively, "the sellers"): - l of the issued share capital in and the sellers` claims against Safe Drive International (Pty) Ltd ("SDI"), a company incorporated in Australia and SDI`s 100% owned subsidiary, Safe Drive FZE ("SDI (FZE)"), a company incorporated in the Dubai Airport Free Zone of the Government of Dubai; and - % of the issued share capital in and 49% of the shareholder claims against Driver Training International Middle East and Africa ("DTI"), a company incorporated in the United Arab Emirates. THE BUSINESS OF THE SDI GROUP OF COMPANIES SDI is a recognised leader in the delivery of effective land transport safety solutions. The business delivers a unique, holistic approach to commercial vehicle safety into which the Group`s products and services play an integral role. SDI has been a distributor of Omnibridge (a Group company) for the past eight years and has successfully embraced the Group`s annuity based business strategy. Over the past year alone, SDI has added annuity contracts comprising more than 3,000 commercial vehicles. SDI has a primary focus on the oil and gas and mining sectors in the Middle East and Asian markets and also has a presence in Australia and Russia. RATIONALE FOR THE ACQUISITION In line with the Group`s stated vision to be a leading global provider of information and related services for mobile assets, the Group sees SDI`s expert management team and their unique, holistic approach to transport safety as adding extensive value to the Group`s intellectual capital pool. This acquisition will bring a further value proposition to the Group`s existing customer base and further expands its global footprint. SALIENT TERMS AND CONDITIONS OF THE ACQUISITION The acquisition is with effect from 1 July 2008 and the aggregate purchase consideration comprises cash of six million Australian dollars ("AUD") and 17 million ordinary shares in -Telimatrix (based on an agreed value of R1,70 per share). The consideration shares carry trading restrictions, ensuring the continuity of an ownership culture with the key SDI management. The acquisition is conditional on receipt of the approval of the South African Reserve Bank. FINANCIAL EFFECTS The unaudited pro forma financial effects for which the board of Telimatrix is responsible are presented for illustrative purposes only and may not fairly present the Group`s financial position, changes in equity, results of operations or cash flows following the implementation of the transactions. The table below sets out the unaudited pro forma financial effects of the transactions based on: - the reviewed pro-forma financial results of the Group for the year ended 31 March 2008 as published, and - the unpublished management accounts of the SDI Group for the period 1 July 2007 to 30 June 2008. Before After %
Change Earnings per share (cents) 9.7 9.9 2.1% Headline earnings per share (cents) 9.7 9.9 2.1% Adjusted headline earnings per share 12.7 13.0 2.4% (cents) Net asset value per share (cents) 93.4 94.4 1.1% Net tangible asset value per share (15.3) (19.8) 29.4% (cents) Number of shares in issue (`000) 640 000 657 000 Weighted average number of shares in 640 000 657 000 issue (`000)
Notes: - The "Before" column reflects the earnings per share ("EPS"), headline earnings per share("HEPS"), net asset value ("NAV") per share and net tangible asset value ("NTAV") per share as published in the pro forma results of the Group for the year ended 31 March 2008. - EPS and HEPS in the "After" column are based on the following: - The assumption that the acquisition was effected on 1 April 2007; - Incorporating the warranted unaudited pro-forma after tax earnings of the SDI group of companies for the 12 month period 1 July 2007 to 30 June 2008 (`the period`)of A$ 1,500,000 - An average exchange rate of ZAR6.60 against AUD1.00 for the period; - Interest was calculated on the cash consideration at an effective weighted average rate of 13.0%, being the prime rate less 1.2% for the period; - Interest payable on the cash consideration is not deductible for tax purposes; - Intangible assets with an estimated value of ZAR 9 million have been amortized over their estimated useful lives of 5 years. No formal IFRS3 purchase price allocation has been performed as yet; - That all shares to be issued were already in issue on 1 April 2007 - The effect on net asset value and tangible net asset value per share is based on: - The net asset value of the SDI group being AUD 2,2 million at 1 July 2008; - Intangible assets attributable to the acquisition of ZAR50,6 million - An exchange rate of ZAR7.65 to AUD1.00 at 1 July 2008 - The shares being issued at a price of 130 cents per share. Johannesburg 24 July 2008 Corporate advisor, legal advisor and sponsor Java Capital (Proprietary) Limited Date: 24/07/2008 12:38:07 Supplied by www.sharenet.co.za Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.
