Wrap Text
Proforma financial effects and withdrawal of cautionary announcement
Muvoni Technology Limited (Formerly Ideco Group Limited)
(Incorporated in the Republic of South Africa)
(Registration number: 2001/023463/06)
Share code: MTG
ISIN code: ZAE000167268
("Muvoni" or "the Company")
1. PRO FORMA FINANCIAL EFFECTS OF THE PURCHASE OF THE
INTELECTUAL PROPERTY DEVELOPED BY ZNG TECHNOLOGIES AG
(“ZNG”)AND WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
Shareholders are referred to the terms announcement
released by the Company on 11 October 2012 ("the Terms
Announcement"), in terms of which the Company advised
that it has signed a Purchase Agreement with ZNG, through
AFISwitch Proprietary Limited (“AFISwitch or the
Purchaser”), a wholly owned subsidiary of Muvoni, in
terms of which AFISwitch purchased the intellectual
property relating to software developed by ZNG and used
by AFISwitch, to conduct criminal checks against the SAPS
fingerprint database within South Africa pursuant to the
AFISwitch project for R6 500 000, subject to adjustment.
1.1 PURCHASE CONSIDERATION
The purchase consideration of R6,500,000 (six million
five hundred thousand Rand) is payable in three cash
instalments.
- Cash of R2,500,000 (two million five hundred
thousand Rand) on the Implementation Date; and
- the balance of R4,000,000 (four million Rand) will
be paid in two equal instalments of R2,000,000 (two
million Rand) each. The first of which will be
payable 30 days after the Implementation Date,and
the second instalment will be payable 30 days after
payment of the first instalment.
PURCHASE PRICE ADJUSTMENT
In the event that the Actual Searches, as confirmed in a
written certificate to be issued by the auditors of the
Purchaser on or before 1 February 2014 is higher or
lower, than 1 289 600 (one million two hundred and eighty
nine thousand six hundred) searches per annum, the
purchase price will be adjusted, capped at R10,000,000
(ten million Rand).
1.2 FINANCIAL EFFECTS
Shareholders are hereby advised that the pro forma
financial effects of the Purchase Agreement are set out
below.
The pro forma financial effects of the Purchase Agreement
are presented for illustrative purposes only and because
of their nature may not give a fair reflection of the
Company`s financial position nor of the effect on future
earnings after the Purchase Agreement.
Set out below are the unaudited pro forma financial
effects of the Purchase Agreement, based on the reviewed
group results for the six months ended 29 February 2012.
The directors of Muvoni are responsible for the
preparation of the unaudited pro forma financial
information:
Adjustmen After
ts 2,3 Pro
(cents for
) ma
Before Adjust
29 men
Febru ts
ary 2,3
2012 1 (cents Change
(cents) ) 4
Earnings per 2.74 (0.10) 2.64 (3.65%
share )
(cents)
Headline 2.74 (0.10) 2.64 (3.65%
earnings / )
(loss) per
share
Net asset 13.09 (0.17) 12.92 (1.30%
value per )
share
(cents)
Net tangible (14.47) (3.39) (17.86 (23.43
asset value ) %)
per share
(cents)
Number of 202 222 - 202
ordinary 222
shares in
issue /
Weighted
average
number of
ordinary
shares in
issue (‘000)
Notes:
1. The “Before” basic earnings and headline earnings per
share have been extracted without adjustment from the
unaudited, published interim results of Muvoni for the 6
months ended 29 February 2012. The “Before” net asset
value and tangible net asset value per share have been
extracted without adjustment from the financial
information presented in the unaudited, published results
of Muvoni for the 6 months ended 29 February 2012.
2. The “After pro forma adjustments” earnings per share and
headline earnings per share assumes:
o Transaction costs of R480,000 directly relating to
the transaction. This will not have a continuing
effect on Muvoni’s financial results.
o Reduction in royalty expense of R1.2 million paid to
the Seller in terms of the Royalty Agreement for the
6 months ended 29 February 2012. This will have a
continuing effect on the financial results.
o Reduction in interest income on the portion of the
Purchase Consideration of R6.5 million paid from
existing cash reserves based on the average actual
investment rate of 4.5% for the period and increase
in finance costs on the portion of the Purchase
Consideration of R6.5 million paid from overdraft
facilities based on the average actual overdraft
rate of 11% for the period, being prime plus 2%.
o Amortisation of the acquired intangible asset for
the six months ended 29 February 2012 on a straight
line basis over the remaining useful life of four
years. The remaining useful life of the intangible
asset is commensurate to the remaining term of the
SAPS contract in respect of the AFISwitch project.
3. The “After pro forma adjustments” net asset value and net
tangible asset value per share assumes:
o Payment of R6.5 million in terms of the Purchase
consideration.
o Raising of an intangible asset of R6.5 million for
the acquisition of the intellectual assets.
o Once-off transaction costs of R480,000 directly
relating to the Transaction.
4. Measured as the “After pro forma adjustments” column as a
percentage of the “Before” column.
2. WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
Shareholders are advised that as the pro forma financial
effects of the Purchase Agreement have now been disclosed,
caution is no longer required to be exercised by
shareholders when dealing in their securities.
3. CATEGORISATION OF THE TRANSACTION
In terms of the JSE Limited’s Listings Requirements, this
transaction is categorised as a category 2 related party
transaction.
4.DOCUMENTATION
A circular including full details of the acquisition and a
notice of general meeting is in the process of being
drafted and will be mailed to shareholders on or about
30 November 2012.
12 November 2012
Designated Advisor Sasfin Capital
(a division of Sasfin Bank Limited)
Date: 12/11/2012 04:29:00 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.
Sharenet Sites 
