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Acquisition Of Action Training Academy
MICROmega Holdings Limited
Incorporated in the Republic of South Africa
(Registration number 1998/003821/06)
Share code: MMG ISIN: ZAE000034435
(“MICROmega”)
ACQUISITION OF ACTION TRAINING ACADEMY
1. INTRODUCTION
The board of directors of MICROmega (“the Board”) is pleased to advise shareholders that MICROmega has
acquired the total issued share capital in Action Training Academy Proprietary Limited (“ATA”), the leading
provider of first aid training and fire risk management services in South Africa (“the Acquisition”).
2. RATIONALE FOR THE ACQUISITION
ATA is an important addition to the product and service offerings of NOSA, a wholly-owned subsidiary of
MICROmega. NOSA is a global leader in the provision of occupational health and safety training and
auditing. In South Africa, NOSA has been operating for 63 years and is recognised as the pioneer of safety
standards and practices in this country.
During 2013 NOSA trained 41 000 individuals on its various training courses in South Africa. The provision of
first aid and fire safety training is a key service that was missing from NOSA’s suite of products and was in
demand from our extensive client base. During 2013 ATA delivered training to 20 000 individuals and has
now provided a substantial fast start to NOSA’s ambitions in this expanding market sector. An additional
important benefit will be our ability to rapidly scale the volume of both businesses by cross-selling the
respective product across the substantially enlarged combined client base. ATA currently operates out of 4
training centres in South Africa and will benefit from the extended capability offered by NOSA’s 29 training
centres in the SADC Region.
The demand-driven environment under which ATA and NOSA operate is unlikely to weaken in the
foreseeable future. Legal compliance, both domestically and internationally, is continuing to impose more
accountable responsibility on corporate and public sector entities. Training and skills development is critical
within any entity to ensure a change in behaviour and operating standards, thereby facilitating a culture of
striving for best practice and legal compliance.
3. PURCHASE CONSIDERATION
ATA was acquired for a purchase consideration of R28 400 000.
Settlement takes place in two tranches. The first tranche was executed on 30 September 2014, and was
comprised of a cash settlement of R12 000 000 and 352 942 shares in MICROmega that were issued at R17
per share.
The second payment is conditional on a profit warranty of R6 000 000 net profit after taxation being achieved
for the twelve month period ending 31 August 2015, and will be settled by way of a cash payment of
R3 000 000 and R7 400 000 worth of MICROmega shares, based on the average closing price of the
MICROmega share as quoted for the thirty trading days preceding 31 August 2015.
In the event that the net profit after taxation is less than R6 000 000, the purchase price will be reduced pro-
rata and the second payment adjusted accordingly.
4. CLASSIFICATION OF THE ACQUISITION
The Acquisition, due to its size, falls below the transaction thresholds as set out in the Listings Requirements
of JSE Limited and therefore does not require any formal disclosure. However, the Board would like to
advise shareholders of this important strategic acquisition.
Johannesburg
7 October 2014
Sponsor
Merchantec Capital
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