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DISPOSAL OF THE BUSINESS OF DELTEC POWER DISTRIBUTORS (PTY) LTD (a??DELTEC POWERa??)

Release Date: 03/07/2012 17:14
Code(s): MMG
Wrap Text
MICROmega HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1998/003821/06)
Share code: MMG ISIN: ZAE000034435
(a''MICROmegaa'')


DISPOSAL OF THE BUSINESS OF DELTEC POWER
DISTRIBUTORS (PTY) LTD (a''DELTEC POWERa'')

1. INTRODUCTION Unadjusted Adjusted Change MICROmega shareholders are advised that MICROmega has entered Notes Audited Pro-forma (%) into an agreement with Hudaco Trading (Pty) Ltd (a''Hudaco Tradinga''), a Basic earnings per share subsidiary of Hudaco Industries Limited, to dispose of the entire business 3 7.72 6.70 -13.16 (a''EPSa'') (cents) of Deltec Power, a wholly owned subsidiary of MICROmega, as a going Basic earnings per share concern, to Hudaco Trading, in accordance with the following terms and from continuing operations 3 38.15 37.14 -2.65 conditions (a''the disposala''). (a''EPSCa'') (cents) Headline earnings per 2. NATURE OF THE BUSINESS OF DELTEC POWER AND RATIONALE FOR 3 20.94 14.41 -31.15 share (a''HEPSa'') (cents) THE DISPOSAL Net asset value per share Deltec Power which includes a wholly owned subsidiary, Deltec Africa 4 307.11 313.30 2.02 (a''NAVa'') (cents) (Pty) Ltd, distributes maintenance and lead-free batteries to, inter alia, Net tangible asset value per the automotive industry. During the 2004 to 2008 period, MICROmega 5 232.54 242.23 4.17 share (a''NTAVa'') (cents) acquired a number of firms that operated within the automotive industry, Weighted average number and whose products and services were thus complementary with those of 6 95 736 164 95 736 164 of shares Deltec Power. However, subsequent thereto, MICROmega has refocused its Total number of shares in attention on the information technology and support service businesses 6 94 294 494 94 294 494 issue and has divested itself of several of the aforementioned acquisitions. Accordingly, the disposal of Deltec Power falls in line with the current Notes: strategy of MICROmega. 1. The figures in the a''Unadjusted Auditeda'' column are extracted from the published audited results of MICROmega for the year ended 3. PURCHASE CONSIDERATION AND TERMS OF THE DISPOSAL 31 December 2011 (a''the 2011 resultsa''). From the effective date, being 30 April 2012, the business of Deltec Power 2. The figures in the a''Adjusted Pro-formaa'' column reflect the impact of has been sold to Hudaco Trading for a total purchase consideration the disposal on the 2011 results on the assumption that the effective of R41 500 000 (forty one million five hundred thousand Rand). The date of the disposal was 1 January 2011 for purposes of calculation total purchase consideration shall be payable in cash on the of EPS, EPSC and HEPS and 31 December 2011 for the purposes of implementation date, being the second business day following the calculation of NAV and NTAV. fulfilment or waiver of the outstanding suspensive conditions referred to 3. EPS, EPSC and HEPS calculations in the a''Adjusted Pro-formaa'' column in paragraph 4 below. are based on the following assumptions: - The net profit after tax of Deltec for the year ended 31 December As the business of Deltec Power is being sold as a going concern, 2011 was R8 652 200. the employees of Deltec Power will continue in their employment in - The headline earnings of Deltec for the year ended 31 December accordance with section 197 of the Labour Relations Act, 1995. 2011 was R8 088 512. - The disposal will result in a profit on disposal of the business of The parties have agreed that the disposal shall not be advertised in R7 328 643. accordance with section 34 of the Insolvency Act, 1936. - The cash proceeds of R41 500 000 were invested at an average after tax interest rate of 4.32%. 4. CONDITIONS PRECEDENT 4. NAV is calculated assuming a net asset value of R289 584 833 for the The disposal is subject to the fulfilment of the following remaining a''Unadjusted Auditeda'' column and R295 425 466 for the a''Adjusted suspensive conditions: Pro-formaa'' column with the adjustment comprising a R41 500 000 increase in cash balances and a decrease in other assets and liabilities 4.1 confirmation from Hudaco Trading that it is satisfied with the results of of R35 659 367. the due diligence review; and 5. NTAV is calculated assuming a tangible net asset value of 4.2 conclusion of new lease agreements between Hudaco Trading and the R219 266 905 for the a''Unadjusted Auditeda'' column and R228 407 538 landlord of the premises currently utilised by Deltec Power in Wynberg for the a''Adjusted Pro-formaa'' column with the adjustment comprising a and Alrode. R41 500 000 increase in cash balances and a decrease in other tangible assets and liabilities of R32 359 367. These suspensive conditions have been stipulated for the benefit of Hudaco 6. The weighted average number of shares and the total number of shares Trading and accordingly, Hudaco Trading is entitled to waive fulfilment in issue have not been adjusted as the number of shares in issue will not of any of the abovementioned conditions. Competition Commission change as a result of the disposal. approval for the disposal was received on 27 June 2012.
6. APPLICATION OF THE DISPOSAL PROCEEDS 5. FINANCIAL EFFECTS OF THE DISPOSAL The proceeds from the disposal will be reinvested into MICROmegaa''s core The table shows the per share effect of the disposal of Deltec Power for businesses. This will enable MICROmega to continue its market growth in the year ended 31 December 2011. The pro-forma financial effects, which the services industries. are the responsibility of the directors of MICROmega, have been prepared for illustrative purposes only and, because of their nature, may not fairly 7. CATEGORISATION present MICROmegaa''s financial position as at 31 December 2011, or the In terms of the JSE Listings Requirements, the disposal is classified as a effect of future earnings. The financial effects are determined in accordance category 2 transaction and therefore shareholder approval is not required. with the JSE Listings Requirements.
3 July 2012 Sponsor The pro-forma financial effects of the disposal have not been reviewed or reported on by MICROmegaa''s auditors. www.micromega.co.za Date: 03/07/2012 05:14:00 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.

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