COMPU-CLEARING OUTSOURCING LIMITED - Joint Announcement of the Firm Intention of Wisetech Global to make a Cash Offer to Acquire all of the Issued Shares

Release Date: 24/06/2015 12:20
Code(s): CCL
 
Wrap Text
Joint Announcement of the Firm Intention of Wisetech Global to make a Cash Offer to Acquire all of the Issued Shares

Wisetechglobal Proprietary Limited                       Compu-Clearing Outsourcing Limited
(Incorporated in the Republic of South Africa)           (Incorporated in the Republic of South Africa)
(Registration number 2012/181360/07)                     (Registration number 1998/015541/06)
("WiseTech Global")                                      Share code: CCL ISIN: ZAE000016564
                                                          ("Compu-Clearing")


JOINT ANNOUNCEMENT OF THE FIRM INTENTION OF WISETECH GLOBAL TO MAKE A CASH OFFER
TO ACQUIRE ALL OF THE ISSUED SHARES IN COMPU-CLEARING THAT IT DOES NOT ALREADY OWN



1.    Introduction

      Further to the cautionary announcement published by Compu-Clearing on 17 June 2015, Compu-Clearing
      shareholders are advised that on 23 June 2015 (“the “Signature Date”) Compu-Clearing entered into an
      implementation agreement with WiseTech Global (“Implementation Agreement”) in terms of which
      WiseTech Global has agreed to make an offer to acquire all the issued shares in Compu-Clearing that it
      does not already own (“Scheme Shares”) (“Proposed Transaction”).


2.    Material terms of the Proposed Transaction

      WiseTech Global intends making an offer to acquire the Scheme Shares by way of a scheme of
      arrangement in terms of section 114 of the Companies Act 71 of 2008, as amended, (“Companies Act”) (
      “Scheme”) to be proposed by Compu-Clearing’s board of directors (“Compu-Clearing Board”) between
      Compu-Clearing and the holders of the Scheme Shares (“Shareholders”).

      The posting of a circular to Shareholders in respect of the Scheme (“Circular”) and the implementation of
      the Scheme will be subject to the fulfilment of the conditions referred to in paragraphs 5 and 6 below,
      respectively.

      In terms of the Scheme, WiseTech Global will pay to Shareholders a cash consideration of R5.50 per
      Scheme Share (“Scheme Consideration”), which will result in a total consideration payable by WiseTech
      Global to Shareholders of R176 974 847-50 for the issued shares not already owned by WiseTech Global.


3.    Information about WiseTech Global

      WiseTech Global is an innovative, multi-award winning global developer of cloud-based software solutions
      for the international and domestic logistics industries. WiseTech Global’s leading product, CargoWise One,
      provides the most sophisticated and comprehensive end-to-end logistics solution in the world and forms an
      integral link in the global supply chain.

      With clients holding more than 150 000 licenses across a customer community of 7 000 sites in 105
      countries, WiseTech Global’s breakthrough software solutions are renowned for their powerful productivity,
      extensive functionality, comprehensive integration, deep compliance capabilities, and their truly global
      reach. From single-office businesses to large multinational companies worldwide, WiseTech Global’s clients
      are able to improve their visibility, efficiency, quality of service, and profitability by adopting WiseTech
      Global’s next-generation technology.

      WiseTech Global was founded in 1994 in Sydney, Australia, with a mission to lead the international logistics
      industry in technology innovation. WiseTech Global now operates from offices worldwide with regional
      headquarters in the US, UK, China, and Australia.


4.    Rationale for the Proposed Transaction
      Compu-Clearing has for a number of years acted as the local distributor of WiseTech Global’s products
      which has resulted in the development of a strong relationship between the two parties. Arnold Garber
      founded Compu-Clearing in 1983 and was joined by Johan Du Preez in 1984. Over the next 30 years Arnold
      and Johan established Compu-Clearing as South Africa’s market leader in the provision of IT systems to
      the Customs Clearing and Freight Forwarding industries. Johan du Preez retired in December 2014 and
      Arnold Garber will retire shortly after the completion of the Proposed Transaction to allow new leadership,
      management direction and investment to step in, in the form of WiseTech Global and its leadership.
      WiseTech Global believes it is able to add meaningful value to Compu-Clearing and that the Proposed
      Transaction will be beneficial to Compu-Clearing and its employees. Whilst not final, plans are being made
      to make a long term and significant investment in South Africa above and beyond the purchase of Compu-
      Clearing and as part of that plan, WiseTech Global believes it is likely that WiseTech Global will materially
      increase the number of employees in South Africa compared with the current Compu-Clearing headcount
       and move a substantial portion of its EMEA business resource demands to South African located staff, thus
       benefiting the South African economy, the staff and customers of Compu-Clearing.

5.     Conditions to the posting of the Circular

5.1.   The posting of the Circular to Shareholders is subject to the fulfilment, or waiver, of the suspensive
       conditions that by not later than 17:00 on Wednesday, 22 July 2015:

5.1.1. the Independent Expert shall have prepared and issued a fair and reasonable opinion in terms of section
       114(3) of the Companies Act in which it expresses the opinion that the Scheme Consideration is fair and/or
       reasonable to the Shareholders;

5.1.2. the Compu-Clearing Independent Board and Compu-Clearing Board having resolved to unanimously and
       unconditionally recommend to the Shareholders that the Shareholders vote in favour of the Scheme;

5.1.3. all requisite approvals shall have been received from the JSE, and the Takeover Regulation Panel (“TRP”)
       for the posting of the Circular.

6.     Material conditions to the Scheme

6.1.   The implementation of the Scheme will be subject to the fulfilment, or waiver (in whole or in part), of the
       suspensive conditions ("Scheme Conditions") that by not later than 180 days after publication of this Joint
       Firm Intention Announcement (which Scheme Conditions shall be included in the Circular materially in the
       form set out below):

6.1.1. the special resolution to be proposed to approve and implement the Scheme (“Scheme Resolution”) shall
       have been approved by at least 75% of the votes exercised by Shareholders present and entitled to vote
       on such resolution (either in person or by proxy), as contemplated in section 115(2) of the Companies Act;

6.1.2. if required by section 115(3) of the Companies Act, the approval of the implementation of the Scheme
       Resolution shall have been approved by a court. In order to establish whether such approval is required if
       less than 15% of the votes exercised on the Scheme Resolution were opposed to the Scheme Resolution,
       Compu-Clearing shall not implement the Scheme Resolution until either a period of ten Business Days has
       elapsed since the vote without any Shareholder who opposed the Scheme Resolution applying for leave to
       apply to a court for a review of the Proposed Transaction or, if any such application is made by such a
       Shareholder, such application is unsuccessful. If such approval of a court is required, Compu-Clearing shall
       seek such approval and shall not treat the Scheme Resolution as a nullity, as contemplated in section
       115(5)(b) of the Companies Act unless requested to do so by WiseTech Global; and

6.1.3. the TRP shall have issued a compliance certificate in relation to the Proposed Transaction.

6.2.   WiseTech Global and Compu-Clearing may, by agreement in writing and (if required) with the prior approval
       of the TRP, extend the date for the fulfilment of any one or more of the Scheme Conditions.

6.3.   If any Scheme Condition is not fulfilled on or prior to the date or extended date contemplated in terms of
       clause 6.1 or 6.2 for such fulfilment, the Scheme shall not become effective.

6.4.   The Proposed Transaction is categorised as a small merger in terms of the Competition Act, 89 of 1998,
       and may therefore be implemented without approval in terms of that Act.


7.     Funding of the Proposed Transaction

       WiseTech Global will fund the full Scheme Consideration from its own cash resources. The Takeover
       Regulation Panel has been provided with a bank guarantee from The Standard Bank of South Africa Limited
       in compliance with Takeover Regulation 111(4)(a) and 111(5).


8.     Shareholding of WiseTech Global in Compu-Clearing

       As at the date of this announcement, WiseTech Global owns 9 884 200 shares in Compu-Clearing
       representing 23.5% of the issued shares in Compu-Clearing.
9.    Shareholder support

      WiseTech Global has received irrevocable undertakings from certain Shareholders to, inter alia, vote or
      procure to vote their Scheme Shares in favour of the Scheme and the other resolutions to be proposed at
      the Scheme Meeting, and not to dispose of or encumber such Scheme Shares. Details of the shareholdings
      of these Shareholders are as follows:

       Shareholders                           Scheme Shares that         Shares that are      Shares that are the
                                             are the subject of the    the subject of the          subject of the
                                                       irrevocable            irrevocable             irrevocable
                                                      undertaking       undertaking as a        undertaking as a
                                                                      percentage of the        percentage of the
                                                                             total issued        Scheme Shares
                                                                      shares in Compu-
                                                                                  Clearing
       The Arnold Garber Family Trust                  13 688 736                   32.5%                  42.5%
       Mr JHP du Preez                                  4 500 000                   10.7%                  14.0%
       Comshelf Limited                                 4 000 000                    9.5%                  12.4%
       Total                                           22 188 736                   52.7%                  68.9%


      These shareholders have also given WiseTech Global an option to purchase their shares at the same
      price as the Scheme Consideration.



10.   Independent Board and fair and reasonable opinion

      The Proposed Transaction is classified as an affected transaction in terms of the Companies Act.
      Accordingly, Compu-Clearing has convened the Independent Board comprised of independent non-
      executive directors, being L Jacobs, AZ Katz and TM Mogale to evaluate the Scheme (“Independent
      Board”).

      The Independent Board will appoint an independent expert acceptable to the TRP to provide the
      Independent Board with external advice in regards to the Scheme and to make appropriate
      recommendations to the Independent Board for the benefit of Compu-Clearing shareholders. The substance
      of the external advice and the opinion of the Independent Board will be detailed in the Circular.

11.   Posting of the Circular

      Subject to all the requisite approvals being received as contemplated in paragraph 5, it is estimated that the
      Circular will be posted to Shareholders on or about 22 July 2015, which will include the notice of the Scheme
      Meeting to be held on or about 20 August 2015 for the purpose of, inter alia, considering and, if deemed fit,
      passing the Scheme Resolution.

12.   Withdrawal of cautionary

      Following the release of this announcement, the Cautionary Announcement is hereby withdrawn and
      caution is no longer required to be exercised by Compu-Clearing Shareholders when dealing in their
      Compu-Clearing shares.

13.   WiseTech Global responsibility statement

      WiseTech Global (to the extent that the information relates to WiseTech Global) accepts responsibility for
      the information contained in this announcement and, to the best of its knowledge and belief, confirms that
      the information is true and this announcement does not omit anything likely to affect the importance of the
      information included.

14.   Independent Board responsibility statement

      The Independent Board (to the extent that the information relates to Compu-Clearing) accepts responsibility
      for the information contained in this announcement and, to the best of its knowledge and belief, confirms
      that the information is true and this announcement does not omit anything likely to affect the importance of
      the information included.


Johannesburg
24 June 2015


Corporate Adviser and Transaction Sponsor to Compu-Clearing: Grindrod Bank Limited
Legal Adviser to Compu-Clearing: Fluxmans Inc.
Sponsor to Compu-Clearing: Sasfin Capital
Legal Adviser to WiseTech Global: Webber Wentzel

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