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Further announcement regarding the Related Party Acquisition of NOSA Global Holdings and Withdrawal of Cautionary
MICROmega Holdings Limited
Incorporated in the Republic of South Africa
(Registration number 1998/003821/06)
Share code: MMG ISIN: ZAE000034435
(“MICROmega” or “the Company”)
FURTHER ANNOUNCEMENT REGARDING THE RELATED PARTY ACQUISITION OF NOSA
GLOBAL HOLDINGS AND WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
1. INTRODUCTION
Further to the ‘Related Party Acquisition of NOSA Global Holdings and Cautionary Announcement’ released
on SENS on 18 October 2013, and the subsequent ‘Renewal of Cautionary Announcements’, the last of
which was dated 16 January 2014, and using the terms defined therein unless otherwise stated,
shareholders are advised that all conditions precedent relating to the Acquisition have been fulfilled and
accordingly, the Acquisition will be effective from 1 October 2013.
2. FAIRNESS OPINION
Taking into consideration the terms and conditions of the Acquisition, the Independent Expert, an
independent advisor acceptable to the JSE Limited (“JSE”) and appointed by the board of directors of the
Company to provide an independent fairness opinion on the Acquisition, is of the opinion that the
Acquisition is fair to MICROmega shareholders. The fairness opinion will be available for inspection at the
Company’s registered office for a period of 28 days from the date of this announcement.
3. PRO FORMA FINANCIAL EFFECTS
The table below sets out the unaudited pro forma financial effects of the Acquisition on MICROmega’s
earnings per share, headline earnings per share, net asset value per share and tangible net asset value per
share.
The unaudited pro forma financial effects have been prepared to illustrate the impact of the Acquisition on
the reported financial information of MICROmega for the six months ended 30 June 2013, had the
Acquisition occurred on 1 January 2013 for statement of comprehensive income purposes and on 30 June
2013 for statement of financial position purposes.
The unaudited pro forma financial effects have been prepared using accounting policies that comply with
IFRS and that are consistent with those applied in the unaudited results of MICROmega for the six months
ended 30 June 2013.
The unaudited pro forma financial effects, which are the responsibility of the directors, are provided for
illustrative purposes only and, because of their pro forma nature may not fairly present MICROmega’s
financial position, changes in equity, results of operations or cash flow.
Before the After the
Acquisition Acquisition % change
Basic earnings per share (cents) 26.05 24.90 (4.3)
Headline earnings per share (cents) 26.02 24.93 (4.3)
Net asset value per share (cents) 340.75 351.69 3.2
Tangible net asset value per share (cents) 283.25 266.24 (6.0)
Weighted average number of shares in issue
(000’s) 92 351 94 567
Total number of shares in issue (000’s) 90 850 93 066
Notes:
1. The amounts in the “Before the Acquisition” column have been extracted from the published unaudited results of
MICROmega for the six months ended 30 June 2013.
2. The amounts in the “After the Acquisition” column reflect the financial effects of the Acquisition on MICROmega,
and are based on the assumption that:
a. the attributable after tax loss of NOSA Global Holdings was incurred with effect from 1 January 2013, which
information was extracted from the management accounts of NOSA Global Holdings and a Chinese Renminbi
to South African Rand exchange rate of 1.61939 has been assumed. Reliance has been placed by the directors
on these management accounts. This will have a continuing effect on the Company;
b. there were no material costs incurred relating to the investment in NOSA Global Holdings;
c. there was no impairment of the goodwill arising from the acquisition;
d. the purchase price of R35 000 000 was settled on 1 January 2013 in cash and through the issue of 2 215 803
new shares in MICROmega; and
e. goodwill to the value of R27 286 000 has been recognised.
3. The effects on basic earnings per share and headline earnings per share are calculated based on the
assumption that the Acquisition was effected on 1 January 2013.
4. The effects on net asset value per share and tangible net asset value per share are calculated based on the
assumption that the Acquisition was effected on 30 June 2013.
4. WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
Shareholders are advised that as the pro forma financial effects of the Acquisition have now been
disclosed, caution is no longer required to be exercised by shareholders when dealing in the Company’s
securities.
Johannesburg
27 January 2014
Sponsor
Merchantec Capital
Independent Expert
Arcay Moela Sponsors
Date: 27/01/2014 08:52:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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