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Acquisition of African Union Communications Proprietary Limited and cautionary announcement
POYNTING HOLDINGS LIMITED
Incorporated in the Republic of South Africa
(Registration number 1997/011142/06)
Share code: POY ISIN: ZAE000121299
(“Poynting”)
ACQUISITION OF AFRICAN UNION COMMUNICATIONS PROPRIETARY LIMITED AND
CAUTIONARY ANNOUNCEMENT
1. INTRODUCTION
The board of directors of Poynting (“the Board”) is pleased to advise shareholders that Poynting has
entered into a binding Heads of Agreement (“HOA”) with African Union Communications Proprietary
Limited (“Aucom”), The MAS Trust (Master's Reference IT 6611/01), Rudolf Rashama, Tebogo
Rashama and Villiers Joubert, to acquire 100% of the issued share capital of Aucom and associated
member loans, if any, from The MAS Trust, Rudolf Rashama and Tebogo Rashama (collectively referred
to hereinafter as the “Sellers”) – who have agreed to dispose of their individual shareholdings of 55%,
15% and 30%, respectively, for a purchase consideration of R49.5 million to be settled by way of the
issue of 66 million Poynting shares at an issue price of 75 cents per share (“Share Consideration”)
subject to an earn-out structure (“the Acquisition”).
In addition to the Share Consideration, the Sellers will receive an amount of 50% of the Actual Net Profit
After Tax achieved during the financial years ending 30 June 2014, 30 June 2015 and 30 June 2016
(“Earn-Out Period”) in excess of the minimum cumulative Net Profit After Tax of R38.0 million required to
be achieved during such financial years.
2. THE ACQUISITION
2.1 Nature of Aucom
Aucom, which is based in Pretoria, was founded in 2001 to focus on providing professional
products, system integration and implementation and commissioning services to the broadcast and
telecommunications market in Africa. Aucom's client base is evenly split between South Africa, and
the rest of the African continent. Aucom, which represents 12 international equipment suppliers,
gained a significant amount of experience in the Multimedia arena by providing systems such as
Satellite Distribution Networks, Direct to Home Satellite and Contribution links.
Over the past few years, Aucom has provided complete Multi-Channel Digital Free-to-Air and Pay
TV Head-End Systems to a wide range of operators throughout Africa. Aucom's services include
the design, integration and support and maintenance of the aforementioned systems.
With satellite communications forming an integral part of the broadcast industry, Aucom offers
turnkey solutions to its clients for satellite applications such as Broadcast DTH systems, Satellite
Distribution of content, Satellite Contribution of content, VSAT Star or Mesh Platforms, Satellite
Corporate Networks and Cellular Networks. Aucom's professional team of engineers and
technicians, assisted by experts from their equipment suppliers, design and implement the satellite
systems according to clients' requirements and set specifications.
2.2 The rationale for the Acquisition
Over the last two years, Aucom and Poynting have cooperated in developing digital television
(“DTV”) opportunities. Excellent synergies have developed between the two parties, with Aucom –
for whom terrestrial DTV solutions is the core service offering - servicing the transmission
(infrastructure) business, and the Poynting DTV unit contributing its new Intellectual Property and
technology which is aimed at the consumer side of the industry. The demand for DTV infrastructure
is driven by the International Telecommunication Union's requirement for Africa to transfer all
current analogue TV broadcasts to digital by mid-2015. 'Digital migration', which has already
commenced in many parts of Africa, is anticipated to provide growth and new opportunities for
several years beyond 2015 and, at the same time, move Africa across the 'Digital Divide', a key
factor in the transformation of the African continent into a significant player in the global economy.
2.3 Purchase consideration
2.3.1 Share Consideration
The Share Consideration will be comprised of:
- an upfront amount equal to 25% of the Share Consideration (“Upfront Amount”), in
terms of which the Poynting shares will be issued upon fulfilment of the Conditions
Precedent to the Acquisition. The Upfront Amount represents the guaranteed minimum
purchase consideration in respect of the Acquisition; and
- a residual amount equal to 75% of the Share Consideration (“Residual Amount”) in
terms of which the Poynting shares will be issued, upon fulfilment of the Conditions
Precedent to the Acquisition, but held in trust, until release thereof subject to the
achievement of pre-determined Cumulative Net Profit After Tax during the Earn-Out
Period, with a minimum cumulative Net Profit After Tax of R38.0 million over the Earn-
Out Period, as warranted by the Sellers.
In the event of the actual Cumulative Net Profit After Tax during the Earn-Out Period
falling short of the requisite minimum Cumulative Net Profit After Tax, the Share
Consideration will be adjusted downwards, pro rata to the short fall of the Cumulative
Net Profit After Tax achieved, limited to the Upfront Amount.
2.3.2 Earn-Out Amount
In addition to the Share Consideration, the Sellers will receive an amount of 50% of the
Actual Net Profit After Tax achieved during the Earn-Out Period in excess of the minimum
Net Profit After Tax required to be achieved during such financial years (“Earn-Out
Amount”).
The Sellers will have the right to elect to receive the Earn-Out Amount in cash or in Poynting
shares. The Poynting shares will be issued at a price equal to the three month Volume
Weighted Average Price calculated as at the date of the relevant financial year end during
the Earn-Out Period.
The Sellers have provided warranties which are normal in a transaction of this nature.
2.4 Conditions Precedent and effective date
In terms of the Acquisition, the HOA are legally binding for a three-month period from the date of
signature thereof, being 8 July 2013 (“Initial Binding Period”) during which period, the parties to the
HOA must conclude a formal sale of shares agreement (“Agreement”) subject to the successful
completion of a due diligence investigation.
Should an Agreement be entered into during the Initial Binding Period, the Acquisition will be
subject to the fulfilment of, inter alia, the requisite approvals required to implement the Acquisition,
including Board and shareholder approval, and the requisite regulatory approvals from the JSE
Limited (“JSE”), The Takeover Regulation Panel and the Competition Authorities.
The effective date of the Acquisition is 1 July 2013.
3 PRO FORMA FINANCIAL EFFECTS
The pro forma financial effects of the Acquisition on the reported financial information of Poynting are in
the process of being finalised and will be announced to shareholders in due course.
4 CLASSIFICATION OF THE ACQUISITION AND CIRCULAR TO SHAREHOLDERS
The Acquisition, which is classified as a Category 1 transaction in terms of the JSE Listings
Requirements, requires shareholder approval. Accordingly, a circular containing full details of the
proposed Acquisition, Revised Listing Particulars of Poynting, and, a notice to convene a general
meeting of Poynting shareholders in order to consider and if deemed fit, to pass with or without
modification, the resolutions necessary to approve and implement the Acquisition, will be sent to
Poynting shareholders in due course, subject to the conclusion of the Agreement and the successful
completion of the due diligence investigation.
5 CAUTIONARY ANNOUNCEMENT
Further to paragraph 3 above, shareholders are advised to exercise caution when dealing in Poynting
securities until a further announcement, incorporating the pro forma financial effects of the Acquisition, is
made.
Johannesburg
10 July 2013
Designated Adviser
Merchantec Capital
Date: 10/07/2013 02:40:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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