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Disposal of PDS Group and Withdrawal of Cautionary Announcement
Amalgamated Electronic Corporation Limited
Incorporated in the Republic of South Africa
(Registration number 1997/010036/06)
Share code: AER ISIN: ZAE000070587
(“Amecor” or “the Company”)
DISPOSAL OF PDS GROUP AND WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
1. INTRODUCTION AND RATIONALE
Shareholders are referred to the cautionary announcement released on SENS on 11 March 2015
wherein they were advised that, following the review by the Company of the strategic fit of the Alternative
Power Supplies division (comprising Power Development Services Proprietary Limited (“PDS”), Gillespie
Diesel Services Proprietary Limited (“GDS”) and Durapower Manufacturing Proprietary Limited (“DM”)
(collectively referred to as the “PDS Group”)) within the Amecor group, the Company was in discussions
to dispose of its controlling stake in the PDS Group to the minority shareholders including management
of the PDS Group.
The board of directors of Amecor (“the Board”) is pleased to inform shareholders that on 24 April 2015
Amecor entered into a Sale of Shares Agreement (“Sale Agreement”) with Vicky Sievwright, Ronnie
Alan Harverson, Adam Leslie Buen King (“Adam”), Stephen Mackie, Philip Paul Malan, Jennifer Molly
Bezdek (“Jenny”), William George Gillespie (“William”), Colum Maxwell (“Colum”) and Rainer Krisch
(“Rainer”) (collectively referred to as “the Purchasers”) in terms of which Amecor will dispose of the
“Sale Shares”, as detailed hereafter, to the Purchasers, who will acquire the Sale Shares pro rata to
their respective shareholdings in the PDS Group, as one indivisible transaction, for a total sale
consideration of R16 million (“Sale Consideration”) subject to the fulfilment or waiver of the Conditions
Precedent set out in paragraph 2.3 below (“the Disposal”).
The “Sale Shares” comprise:
- the “PDS Sale Shares” being 502 ordinary shares (50.2%) in the capital of PDS as at the “Closing
Date”, being the first business day of the month following the month in which the Conditions
Precedent are fulfilled or waived, or such earlier date as may be agreed upon between Amecor and
the Purchasers (“Closing Date”);
- the “GDS Sale Shares” being 501 ordinary shares (50.1%) in the capital of GDS as at the Closing
Date; and
- the “DM Sale Shares” being 503 ordinary shares (50.3%) in the capital of DM as at the Closing
Date.
2. THE PDS GROUP DISPOSAL
2.1 Nature of the PDS Group
The PDS Group is engaged in the assembly, distribution, installation and maintenance of world-class
alternative power solutions including generators, inverters and uninterrupted power supply systems;
offered primarily to the industrial, commercial and government market sectors.
2.2 Sale Consideration
The Sale Consideration will be settled by way of electronic funds transfer into an Amecor designated
bank account and utilised for general operating requirements, or as the Board may otherwise in its
discretion deem fit, as follows:
2.2.1 a minimum amount of R12 million, or such greater amount which is paid on the Closing Date
and which amount includes the deposit of R1 million paid to Amecor by the Purchasers on
6 March 2015 (“First Tranche”); and
2.2.2 a maximum amount of R4 million, or such lesser amount as calculated by deducting the First
Tranche from the Sale Consideration, by no later than the second anniversary of the Closing
Date, together with interest thereon at 11% per annum compounded monthly to Amecor in
24 equal monthly instalments.
As security for the payment of the Sale Consideration, the Purchasers will pledge to Amecor (“Deed
of Pledge”):
- in respect of Adam and Jenny, the respective interests that they own in Mandarina Trading 428
cc, being the owner of the property out of which the PDS Group operates; and
- 694 732 Amecor shares held by Adam, Jenny, William, Colum and Rainer.
Amecor has provided warranties which are usual in a transaction of this nature.
2.3 Effective Date and Conditions Precedent
Amecor will dispose of the PDS Sale Shares to the Purchasers on the Closing Date, but with effect
from the Effective Date, being 31 March 2015 subject to the fulfilment or waiver of the following
Conditions Precedent by no later than 30 April 2015:
2.3.1 the Purchasers procuring the necessary funding to pay the First Tranche; and
2.3.2 the registration of the security in terms of the Deed of Pledge.
3. THE VALUE OF, AND PROFITS ATTRIBUTABLE TO THE PDS GROUP
The value of the net assets that are the subject of the Disposal as at 30 September 2014 was
R31.3 million. The profit after tax attributable to the net assets that are the subject of the Disposal for the
six month period ended 30 September 2014 was R2.7 million.
4. CLASSIFICATION OF THE DISPOSAL
The Disposal is classified as a Category 2 transaction in terms of the Listings Requirements of JSE
Limited.
5. WITHDRAWAL OF CAUTIONARY
Further to the cautionary announcement released on 11 March 2015, shareholders are advised that
further to this announcement regarding the Disposal, shareholders no longer need to exercise caution
when dealing in Amecor’s securities.
24 April 2015
Sponsor
Merchantec Capital
Attorneys
HR Levin Attorneys Notaries and Conveyancers
Date: 24/04/2015 01:22:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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