Sharenet Sites 
Sharenet Sites
Related Party Acquisition of Nosa Global Holdings and Cautionary Announcement
MICROmega HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1998/003821/06)
JSE share code: MMG ISIN: ZAE000034435
(“MICROmega” or “the Group” or “the company”)
RELATED PARTY ACQUISITION OF NOSA GLOBAL HOLDINGS AND CAUTIONARY ANNOUNCEMENT
Introduction
Shareholders are advised that MICROmega has negotiated the conclusion of an agreement dated 11 October
2013 (“the acquisition agreement”) in terms of which MICROmega will acquire 100% of the shares in
NOSA Global Holdings Limited, a company incorporated in Hong Kong (“Nosa Global Holdings”),
presently held as to 100% by Mr David Cunningham King (“the Vendor”). The Vendor is a related party to
MICROmega as he is a director of MICROmega and is also a major shareholder in MICROmega via his
family trust. The transaction arose as a result of the settlement agreement that Mr King and his overseas
family trust recently reached with SARS and SARB. A specific requirement of this settlement is that the King
family brings certain business assets that have been held for some years out of South Africa into this country.
It was a logical step for MICROmega to acquire certain assets that directly correlate with its core business
activities, of which Nosa Global Holdings is one, and in the process ensure that Mr King’s business interests
will in the future be exclusively focused on the MICROmega Group of companies.
Background to NOSA Global Holdings
NOSA Global Holdings is the audit, certification and training services provider of choice to a wide variety of
private and public organisations in China, Brazil and Peru in relation to occupational, health and safety
standards. NOSA Global Holdings has built up a prestigious client list of over 100 companies and continues
to gain recognition as a leading occupational health and safety service provider in Asia. NOSA Global
Holdings employs in excess of 20 people and has offices in Beijing and Shenzen. NOSA Global Holdings in
turn holds 100% in NOSA Shenzen Limited and NOSA Peru (“together the subsidiaries”). NOSA Global
Holdings also currently provides its services to companies in Hong Kong, Indonesia and India.
Terms of the Acquisition
The acquisition agreement, which was entered into by MICROmega and the Vendor on 11 October 2013,
provides for the acquisition by MICROmega of 100% of the shares in NOSA Global Holdings from the
Vendor (“the acquisition”) with effect from 1 October 2013 for an acquisition price of R35 million (“the
consideration”), to be settled in cash of R17 273 569 through the elimination of a trade receivable owed by
the Vendor to creditors (which arose in the ordinary course of business) and the balance of R17 726 431
through the issue of 2 215 803 shares in MICROmega to the South African domiciled King Family Trust at
an issue price of R8.00 per share.
The acquisition remains conditional upon the approval of the JSE Limited.
Following the implementation of the transaction, MICROmega will hold a 100% equity interest in NOSA
Global Holdings and its subsidiaries.
The acquisition contains normal terms and warranties for a transaction of the nature contemplated.
Goodwill and other intangibles amounting to R27 286 009 (twenty seven million two hundred and eighty six
million and nine Rand only) will arise on the acquisition.
Rationale
The Group intends expanding its world class NOSA audit and certification services to the Asian and Latin
American markets. The acquisition of NOSA Global Holdings is in line with the Group’s strategy to position
itself as the leading provider of occupational health and safety services. NOSA Global Holdings was acquired
for, amongst others, its existing brand recognition and MICROmega’s ability to scale earnings growth off the
current operating base within China and Latin America as well as its established and growing client base.
Fairness opinion
The acquisition is defined as a small related party transaction in terms of the JSE Listings Requirements and
accordingly a fairness opinion on the transaction is required. The company will be appointing an independent
expert acceptable to the JSE for this opinion. The findings of the fairness opinion will be published in due
course. In accordance with the JSE Listings Requirements, the transaction is required to be fair as far as
shareholders of MICROmega are concerned. In the event that the independent expert finds that the
transaction is not fair, then the acquisition will require approval for the transaction by resolution of its
shareholders, which resolution will be subject to a simple majority of votes of shareholders, other than the
related party and its associates, being cast in favour of the resolution.
Details of the findings of the fairness opinion will be published in due course as well as details as to where the
opinion will lie open for inspection.
Pro forma financial effects of the acquisition and cautionary announcement
The pro forma financial effects of the acquisition are in the process of being finalized. Accordingly
shareholders are advised to exercise caution when dealing in their shares in the company.
Johannesburg
18 October 2013
Sponsor
Java Capital
Date: 18/10/2013 05:42:00 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.
