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Further update on acquisition of Parsec Holdings (Pty) Ltd, specific issue and withdrawal of cautionary announcement
Ansys Limited
(Incorporated in the Republic of South Africa)
(Registration number 1987/001222/06)
JSE Share Code: ANS ISIN: ZAE000097028
(“Ansys” or “the company”)
FURTHER UPDATE ON THE ACQUISITION OF :
- PARSEC HOLDINGS (PTY) LTD;
- REMAINING 25% OF PARSEC (PTY) LTD;
- REMAINING 20% OF REDLINE TELECOMMUNICATIONS SA (PTY) LTD,
AND THE SPECIFIC ISSUE OF SHARES TO A RELATED PARTY AND WITHDRAWAL OF CAUTIONARY
ANNOUNCEMENT
1. THE ACQUISITION
1.1 Shareholders are referred to the various regarding the acquisition of Parsec Holdings (Pty) Ltd
(Parsec Holdings”).
1.2 Ansys made an offer, which was accepted on 31 October 2014, to the shareholders of Parsec
Holdings, Parsec (Pty) Ltd (“Parsec”) and Redline Telecommunications SA (Pty) Ltd (“Redline
Telecommunications”) (“the Sellers”) to purchase the following:
- 100% of the shares in and all shareholders claims against Parsec Holdings from Parsec Holdings
shareholders, being CNR Trust, P & V Trust, Coen Bester Trust, Parmac Trust, Katom Trust ,Roux
Trust, Tvanlog Trust, Du Toit Trust, Andries Christoffel van Schalkwyk, Leon Ebden Theunissen and
Evert Phillippus Scholtz (“Parsec Holdings sellers”);
- 25% of the shares in and all shareholders claims against Parsec from the minority shareholder of
Parsec from the Montshepetsa Boshego Family Trust (“Parsec seller”) ; and
- 20% of the shares in and all shareholders claims against Redline Telecommunications from the
minority shareholder of Redline Telecommunications namely Petrus Cornelius van der Merwe
(“Redline Telecommunications seller”)
(“the acquisition”).
1.3 Parsec Holdings comprises the following investments:
- 75% interest in Parsec;
- 80% interest in Redline Telecommunications;
- 75% interest in Redline Technologies (Pty) Ltd (“Redline Technologies”) ; and
- 100% interest in Parsec Properties (Pty) Ltd, a property holding company, including land and
improvements on stands 3323 and 3318, Irene Ext. 72, City of Tshwane (“the property”), which to
date has not been transferred into the name of Parsec Properties (Pty) Ltd.
2. AMENDMENTS TO THE ACQUISITION
Shareholders are advised that Ansys signed legal agreements (“agreement”) on 27 February 2015 in which
the acquisition was amended as follows, subject to the conditions precedent in 2.4 below:
2.1 Ansys is purchasing the shares and all shareholders claims against Parsec Holdings for a maximum
amount of R81 733 120, made up as follows :
2.1.1 R63 583 492, of which R6 700 000 relates to the property and is only payable once the property
is transferred into the name of Parsec Properties (Pty) Ltd, payable to Parsec Holdings sellers,
by the issue of 102 475 593 Ansys shares at 40 cents per share and R22 593 255 in cash;
2.1.2 R15 750 002, which relates to the 25% shareholding in Parsec, not owned by Parsec Holdings,
payable to the Parsec seller, by the issue of 39 375 004 Ansys shares at 40 cents per share; and
2.1.3 R2 399 626, which relates to the 20% shareholding in Redline Telecommunications not owned
by Parsec Holdings , payable to the Redline Telecommunications seller by the issue of 3 867 404
Ansys shares at 40 cents per share and R852 664 in cash.
2.2 Prior to the effective date, Parsec Holdings and Parsec combined, will distribute R10 000 000 to the
Parsec Holdings sellers and the Parsec seller and Parsec Holdings will distribute R9 779 203 to the
Parsec Holdings sellers.
2.3 The cash consideration payable to the sellers will be settled in three cash tranches as follows:
2.3.1 the first tranche of R10 000 000 is payable in cash on the closing date, subject to Parsec
Holdings having a minimum NTAV of R25 million on the effective date, failing which the said
amount will be reduced on a rand-for-rand basis;
2.3.2 the second tranche of R3 500 000 is payable in cash on the first day of the seventh month
after the effective date;
2.3.3 the third tranche of R9 945 919 is payable in cash; the first instalment of R2 300 000 is
payable commencing twelve months from the effective date; the subsequent instalments of
R2 500 000 each are payable in quarterly instalments commencing after twenty four months
from the effective date and accruing interest at the prime interest rate. These are payable
subject to Parsec having sufficient free cashflow.
2.4 The agreement is subject to the fulfilment of the following suspensive conditions:
2.4.1 by no later than 30 April 2015, Parsec Holdings providing Ansys with a resolution by its board of
directors in compliance with Section 46 as read with Section 4 of the Companies Act, authorising
payment of a distribution of R9 779 203 to the Parsec seller;
2.4.2 by no later than 30 April 2015, Parsec Holdings and Parsec providing Ansys with a resolution by its
board of directors in compliance with Section 46 as read with Section 4 of the Companies Act,
authorising payment of a distribution of R10 000 00 to the Parsec Holdings sellers;
2.4.3 by no later than 30 April 2015, Parsec Holdings providing Ansys with written proof that the
withholdings tax on the dividends above has been paid to the South African Revenue Services;
2.4.4 by no later than 30 April 2015, the sellers providing Ansys with written waivers and/or consents from
any third parties, for the signing and lawfully giving effect to the agreement;
2.4.5 by no later than 6 March 2015, the sellers’ bankers, suppliers and customers providing written
consent to the change in control in Parsec, Parsec Properties, Redline Telecommunications and
Redline Technologies;
2.4.6 by no later than 15 April 2015, Ansys providing Parsec Holdings with written confirmation that it has
procured sufficient funding for payment of the first tranche of the cash portion of the purchase
consideration;
2.4.7 in the event that the property has not been transferred to Parsec Properties, by no later than 30 April
2015, Parsec Properties providing Ansys with the sale agreement entered into with Odyssey
Developments Proprietary Limited in terms of which it acquired the Property for R30 000 000;
2.4.8 in the event that the property has not been transferred to Parsec Properties, by no later than 30 April
2015, Parsec Properties providing Ansys with written proof that Nedbank Limited has granted Parsec
Properties a loan for payment of the same consideration;
2.4.9 in the event that the property has not been transferred to Parsec Properties, by no later than 30 April
2015, Parsec Properties providing Ansys with written confirmation that Parsec Properties shall be
entitled to enter into a lease with Parsec Holdings entitling it to occupy the improvements on the
property;
2.4.10 by no later than 6 March 2015, the acquisition being approved by the Ansys and Parsec boards of
directors;
2.4.11 by no later than 15 June 2015, all applicable regulatory requirements are complied with and obtained
from the JSE, the TRP and the Competition Authorities;
2.4.12 by the earlier of 20 April 2015 or two days after the fulfilment of paragraph 2.4.6 above, the board of
Parsec Holdings and the shareholders of Parsec, Parsec Properties, Redline Telecommunications
and Redline Technologies, having passed the appropriate resolutions authorising the conclusion and
implementation of the acquisition;
2.4.13 by no later than 15 June 2015, obtaining Ansys shareholders approval for the acquisition, the funding
referred to in paragraph 2.4.6 above and the issue of new Ansys shares;
2.4.14 by no later than 6 March 2015, Ansys having obtained irrevocable written commitments from 50% of
its shareholders undertaking to exercise their votes in favour of the special resolution to be placed
before them sanctioning the acquisition;
2.4.15 by no later than 6 March 2015, the prescribed officers and/or key personnel of Parsec, Parsec
Properties, Redline Telecommunications and Redline Technologies having concluded employment
agreements incorporating restraints of trade and incorporating such reasonable commercial terms
and conditions;
2.4.16 on or before 30 April 2015, any existing shareholders agreements between Parsec, Parsec
Properties, Redline Telecommunications and Redline Technologies are cancelled with effect from the
effective date, and an agreement is entered into between Ansys and Wietz Louwrens Joubert, with
effect from the effective date, governing their relationship as shareholders in Redline Technologies.
2.5 The total number of Ansys shares to be issued to the sellers is 145 718 001.
2.6 The effective date of the acquisition, subject to the fulfilment of the outstanding suspensive conditions, is
29 May 2015.
2.7 The sellers gave certain warranties that are customary in a transaction of this nature.
2.8 Certain restrictions have been placed on the sale and/or transfer of the consideration shares.
3. THE SPECIFIC ISSUE OF SHARES TO A RELATED PARTY
3.1 On 9 December 2013, Ansys shareholders approved the acquisition of Tedaka Technologies (Pty)
Ltd (“Tedaka Technologies”). Included in the Tedaka acquisition was the Tedaka loan claim by
Tedaka Investments (Pty) Ltd (“Tedaka Investments”), with a value of R7 900 000, payable by
Tedaka Technologies. The Tedaka loan bears interest and is payable on or before the first day of
October 2016.
3.2 On 27 February 2015, Tedaka Technologies entered into a loan repayment agreement with Ansys
and Tedaka Investments with inter alia the following provisions:
3.2.1 Tedaka Investments agreed to waive its claim against Tedaka Technologies for the
payment of interest for the period from 1 March 2014 to 28 February 2015;
3.2.2 The Tedaka loan and interest will be fully repaid to Tedaka Investments by way of the issue
of Ansys shares at 40 cents per share in terms of a specific issue of shares for cash.
3.3 Subject to the conditions precedent below, it is proposed that Ansys issues 22 674 375 shares at an
issue price of 40 cents per share, i.e. for a total cash consideration of R9 069 750 to Tedaka
Technologies. The controlling shareholder of Tedaka Technologies, Mr Teddy Daka, is also a
material shareholder and director of Ansys. Consequently the specific issue by Ansys is a related
party transaction.
3.4 The loan repayment agreement is subject to the fulfilment of the following suspensive conditions by
no later than 1 June 2015:
3.4.1 the directors and shareholders of Ansys, Tedaka Investments and Tedaka Technologies
passing the resolutions required to give effect to the loan agreement; and
3.4.2 the JSE consenting to the issue and allotment of the Ansys shares to Tedaka Investments as
provided in the loan repayment agreement.
3.5 The issue price of 40 cents per share was determined by the board on 8 October 2014 and is at a
premium of 1.37% to the 30 day VWAP of Ansys for the 30 days preceding 8 October 2014.
Therefore a fairness opinion is not required.
4 FINANCIAL INFORMATION IN RESPECT OF THE ACQUISITION
The value of the net assets that are the subject of the acquisition as at 30 September 2014 was R49.9 million
and the value of the profits attributable to the net assets for the six months to the 30 September 2014 that are
the subject of the acquisition as at 30 September 2014 was R405 072 .
5 WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
Shareholders no longer need to exercise caution in dealing in the company’s securities on the JSE.
6 FURTHER ANNOUNCEMENT
Shareholders will be notified once the circular has been posted to shareholders.
Corporate and designated advisor Legal advisor to Ansys
Exchange Sponsors Klagsbruin Edelstein Bosman De Vries Inc
2 March 2015
Johannesburg
Date: 02/03/2015 11:32:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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