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Disposal of Morvest's shareholding in MINT and renewal of cautionary announcement
MORVEST BUSINESS GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration Number 2003/012583/06)
Share code: MOR ISIN code: ZAE000152567
(“Morvest”)
DISPOSAL OF MORVEST’S SHAREHOLDING IN MINT MANAGEMENT TECHNOLOGIES PROPRIETARY LIMITED (“MINT”) AND RENEWAL OF
CAUTIONARY ANNOUNCEMENT
1. Introduction and background
Shareholders are advised that Morvest has entered into a sale of shares agreement
(“Sale Agreement”) to dispose of its entire current shareholding in Mint (“Transaction”),
comprising 9 871 ordinary shares (50.01% of all of the issued ordinary shares of Mint),
and 10 “B” class shares (100% of all of the issued “B” class shares of Mint) (collectively,
“Sale Shares”).
In terms of the Sale Agreement, Morvest will dispose of the Sale Shares to the Tandem
Trust (“Tandem Trust”), Carel Du Toit (“Du Toit”), Yvonne Dias (“Dias”) and Francois
Pienaar (“Pienaar”) (collectively, “Purchasers”) in an agreed proportion. The total
purchase consideration paid by the Purchasers to Morvest for the Sale Shares will be
R10 483 621 (“Purchase Consideration”).
2. Nature of business of Mint
Mint, previously known as “Adcheck”, was established in 1971 and has rendered market
intelligence gathering and deployment of various solutions to South African corporate
and multi-national companies for over four decades. In 2009 Mint expanded its offering
with the acquisition of Mint Net (Pty) Ltd (“Mint Net”). Mint Net was established in 2000
and designed, implemented and supported over forty enterprise content management
solutions globally at that time.
3. Rationale
Morvest is a diversified investment holding company. Morvest has an established local
and international footprint and is well positioned to invest and partner with leading
businesses across a range of industries.
Morvest believes that it is the appropriate time to dispose of its shareholding at an
acceptable return on its initial investment. The cash proceeds will be utilised to explore
certain alternative opportunities in line with its diversified investment holding strategy.
4. Conditions Precedent and effective date
The effective date of the Transaction is 31 May 2014, and all conditions precedent to the
Transaction have been fulfilled.
5. Purchase Consideration
The Purchase Consideration will be allocated as follows:
- R10 483 620 paid in respect of the ordinary shares of Mint acquired by the
Purchasers from Morvest; and
- R1.00 in respect of the “B” class shares of Mint acquired by the Purchasers from
Morvest.
The Purchase Consideration will be settled as follows:
- R4 983 621 will be paid by the Purchasers to Morvest on fulfillment or waiver of
the conditions precedent in terms of the Sale Agreement; and
- the balance of the Purchase Consideration, being R5 500 000, will be paid in 36
equal monthly payments, the first of which shall be payable 30 days after the
fulfillment or waiver of the conditions precedent in terms of the Sale Agreement.
In addition to the Purchase Consideration paid in respect of the Sale Shares, Mint
undertakes to pay an amount of R516 379 to Morvest as full and final settlement in
respect of a loan owing by Mint to Morvest.
6. Financial Effects
The pro forma financial effects of the Transaction on Morvest’s earnings per share,
headline earnings per share, net asset value per share and net tangible asset value per
share are not significant and have, therefore, not been disclosed.
7. Categorisation of the Transaction
The Transaction is a small related party transaction in terms of the JSE Limited Listings
Requirements (“Listing Requirements”) as The Tandem Trust is a material shareholder
of Mint and an associate of Trevor Ahier, a director of Mint and Du Toit, Dias and
Pienaar are currently directors of Mint. In order to comply with the Listing Requirements,
Morvest will appoint an independent expert to advise whether the terms and conditions
of the Transaction are fair to shareholders. Shareholders will be advised in due course
as to the outcome of the fairness opinion.
8. Further Cautionary Announcement
Shareholders are referred to the cautionary announcement published on SENS on 3 July
2014 and are advised to continue to exercise caution when dealing in Morvest’s
securities until a further announcement setting out the final consideration and financial
effects of the disposal of R and S Consulting (Proprietary) Limited and the financial
effects of the acquisition of certain business assets and business liabilities of Simmons
(South Africa) (Proprietary) Limited is made.
Johannesburg
10 July 2014
Sponsor: Sasfin Capital
(A division of Sasfin Bank Limited)
Date: 10/07/2014 04:31:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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