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DISPOSAL BY MUSTEK LIMITED (“MUSTEK”) OF INTEREST IN COMZTEK HOLDINGS PROPRIETARY LIMITED (“COMZTEK”)
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” or “the Group”)
DISPOSAL BY MUSTEK LIMITED (“MUSTEK”) OF INTEREST IN COMZTEK HOLDINGS
PROPRIETARY LIMITED (“COMZTEK”)
1. Introduction
Shareholders are advised that Mustek has entered into a Sale and Purchase Agreement
(“agreement”) dated 29 November 2012 whereby Mustek will dispose of its 41,84%
stake (“sale shares”) in Comztek, a communication systems distributor, to Datatec
Limited (“the purchaser” or “Datatec”) for a total consideration of R39 403 905
(“purchase price”) through a combination of cash and Datatec Limited shares, with effect
from the effective date (“the transaction”). Comztek will also declare a dividend prior to
completion which will effectively increase Mustek’s consideration to R44 424 826. The
purchase price payable by the purchaser to Mustek for the sale shares shall be satisfied
as follows:
? an amount of R27 403 905 in cash on completion;
? an amount of R12 000 000 by the issue of shares in the share capital of the
purchaser (“consideration shares”).
Should the purchaser fail to issue the consideration shares within 10 business days after
completion, the purchaser shall immediately pay an amount of R12 000 000 to Mustek.
The total number of shares in the share capital of the purchaser to be issued shall be
such number as shall be equal to R12 000 000, divided by the volume weighted average
price (“VWAP”) of an ordinary share in the share capital of the purchaser on the JSE for
the 10 trading days preceding the date of completion or the VWAP of an ordinary share
in the share capital of the purchaser on the JSE for the 30 trading days preceding the
date of Completion, as the case may be. Mustek shall be obliged to notify the purchaser
in writing by no later than the business day immediately prior to completion, whether to
apply the 10 day VWAP or the 30 day VWAP for the determination of the number of
ordinary shares in the share capital of the purchaser to be issued.
The purchase price is not subject to any performance conditions.
It is Mustek’s intention to dispose of the ordinary shares in the share capital of the
purchaser.
The effective date will be the first business day of the month following the month in
which the last of the conditions precedent shall have been fulfilled or waived.
2. Rationale
The transaction is part of the Group`s ongoing drive to reduce debt by disposing of non-
core assets.
3. Salient terms
Mustek 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;
? Comztek receiving written confirmation from vendors representing at least 80% in
value of Comztek’s last audited turnover that it will continue to supply Comztek
on substantially similar terms and conditions;
? no material adverse change in Comztek having occurred during the period
between the signature date and completion;
? the completion of the East Africa reorganisation;
? the subscription agreement having been entered into between Westcon
Emerging Markets Group Proprietary Limited, MIC Investment Holdings
Proprietary Limited, certain sellers other than Mustek, key employees and
Westcon SA Proprietary Limited becoming unconditional;
? the purchaser having obtained a fair and reasonable opinion;
? Comztek receiving written confirmation from its lessors consenting to the change
of control of the lessee and to the assignment of the leases in respect of
properties leased by Comztek ;
? employment contracts having been concluded with key Comztek employees;
? the issue by Datatec of certain guarantees to Comztek’s vendors; and
? consent from senior debenture holders in Comztek Capital Proprietary Limited for
the implementation of the transaction.
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 2012. 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 of operations, 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 2011 for earnings per share and headline
earnings per share purposes and 30 June 2012 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.
The pro forma financial information is prepared in terms of the Listings Requirements of
the JSE and guidelines issued by the South African Institute of Chartered Accountants.
Per ordinary share Notes Before After Change Change
(cents) (cents) (cents) (%)
Earnings 1 73,7 87,7 14,1 19,1
Headline earnings 1 70,1 72,9 2,8 4,0
Net asset value 2 696,7 706,6 9,8 1,4
Net tangible asset 2 637,2 651,0 13,9 2,2
value
Weighted number 108 831 677 108 831 677 - -
of shares in issue
Actual number of 108 469 165 108 469 165 - -
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 2012.
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 2011.
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 2012. 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 2012 adjusted for the transaction, had it been effected on 30 June 2012.
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 R427 350 have been taken into account, which are once-off
by nature.
6. Categorisation
The transaction is classified as a Category 2 transaction in terms of JSE Listings
Requirements and therefore does not require Mustek shareholder approval.
7. Responsibility statement
The Mustek board accepts responsibility for the information contained in this
announcement. To the best of their knowledge and belief, the information contained in
this announcement is true and nothing has been omitted which is likely to affect the
importance of the information included.
Midrand
30 November 2012
Sponsor
Deloitte & Touche Sponsor
Services (Pty) Ltd
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