Wrap Text
MST - Mustek Limited - Disposal by Rectron Holdings Limited ("Rectron") of
interest in Corex it Distribution Dynamics (Proprietary) Limited ("Corex")
small related party transaction
MUSTEK LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1987/070161/06)
Share Code: MST
ISIN Code: ZAE 000012373
("Mustek" or "the company")
DISPOSAL BY RECTRON HOLDINGS LIMITED ("RECTRON") OF INTEREST IN COREX IT
DISTRIBUTION DYNAMICS (PROPRIETARY) LIMITED ("COREX") - SMALL RELATED PARTY
TRANSACTION
1. Introduction
Shareholders are advised that Rectron, a wholly owned subsidiary of
Mustek, has entered into the Sale of Shares Agreement ("agreement") dated
31 January 2011 whereby Rectron will dispose of its 60% stake in Corex to
Chao Chung (Fred) Lu ("the purchaser") for a total cash purchase price of
R9 790 549 ("purchase price"), with effect from the effective date, being
1 January 2011 ("the transaction").
The purchaser is a director of Corex and the transaction is therefore
deemed as a small related party transaction in terms of Section 10 of the
Listings Requirements of the JSE Limited ("JSE").
2. Rationale
The Disposal is part of the group`s ongoing drive to reduce debt by
disposing of non-core assets.
3. Salient terms
In terms of the agreement, Rectron shall dispose of 60% of the shares in
Corex to the purchaser for the purchase price. The purchaser shall make
payment of the purchase price to Rectron, in cash, without deduction or
set off for any cause whatsoever on or before 4 February 2011. Rectron
has provided warranties in relation to the transaction which are standard
for transactions of this nature.
4. Conditions precedent
The transaction is subject to the necessary regulatory approvals been
obtained.
5. Unaudited pro forma financial effects
The table below sets out the unaudited pro forma financial effects of the
transaction for the year ended 30 June 2010. The unaudited pro forma
financial effects are presented for illustrative purposes only and
because of their nature may not give a fair reflection of the company`s
results, financial position and changes in equity after the transaction.
It has been assumed for purposes of the unaudited pro forma financial
effects that the transaction took place with effect from 1 July 2009 for
earnings per share and headline earnings per share purposes and 30 June
2010 for net asset value per share and net tangible asset value per share
purposes.
The directors of the company are responsible for the preparation of the
unaudited pro forma financial effects. The accounting policies of Mustek
have been applied in calculating the pro forma financial effects.
Per ordinary Notes Before After Change Change
share
(cents) (cents) (cents) (%)
Earnings 1 55,7 53,9 (1,7) (3,1)
Headline earnings 1 57,8 56,0 (1,7) (3,0)
Net asset value 2 594,1 592,8 (1,3) (0,2)
Net tangible 2 528,3 527,0 (1,3) (0,2)
asset value
Weighted number 110 254 438 110 254 438 - -
of shares in
issue
Actual number of 109 547 165 109 547 165 - -
shares in issue
Notes:
1. The amounts in the "Before" column represent the audited headline
earnings and earnings per share disclosed in the financial results
for the year ended 30 June 2010. The amounts in the "After" column
represent the unaudited headline earnings and earnings per share
after the transaction based on the assumption that the transaction
was effective 1 July 2009.
2. The amounts in the "Before" column represent the audited net asset
value and net tangible asset value per share as disclosed in the
financial results for the year ended 30 June 2010. The amounts in
the "After" column represent the unaudited net asset value and net
tangible asset value based on the financial results for the year
ended 30 June 2010 adjusted for the transaction, had it been
effected on 30 June 2010.
3. An interest rate saving of 9% has been assumed as the proceeds will
be utilised to repay debt, which saving is of a continuing nature.
4. The transaction costs of R75 000 have been taken into account, which
are once-off by nature.
6. Independent Opinion
Mustek board of directors has appointed an independent expert to provide
the company with a fairness opinion. Both the fairness opinion and the
appointment of the independent expert are in the process of being
approved by the JSE and shareholders will be advised once approval has
been granted.
7. Categorisation as a small related party transaction
The purchaser is a director of Corex and is therefore a related
party to Mustek. Therefore, the disposal is categorised as a small
related party transaction for Mustek in terms of the Listings
Requirements of the JSE and no shareholder approval is required.
Midrand
1 February 2011
Sponsor
Deloitte & Touche Sponsor Services (Pty) Ltd
Date: 01/02/2011 10:30:01 Supplied by www.sharenet.co.za
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