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MICROMEGA HOLDINGS LIMITED - Disposal of GIM Holdings Proprietary Limited

Release Date: 30/10/2015 10:40
Code(s): MMG     PDF:  
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Disposal of GIM Holdings Proprietary Limited

MICROmega HOLDINGS LIMITED
Incorporated in the Republic of South Africa
(Registration number: 1998/003821/06)
Share code: MMG ISIN: ZAE000034435
(“MICROmega” or “the Company” or “the Group”)

DISPOSAL OF GIM HOLDINGS PROPRIETARY LIMITED

1.   INTRODUCTION

The board of directors of MICROmega (“the Board”) wishes to advise shareholders of the disposal of
GIM Holdings Proprietary Limited (“GIM Holdings”), a wholly-owned subsidiary of MECS Africa
Proprietary Limited (“MECS”), which is in turn a wholly owned subsidiary of MICROmega, to
Kamberg Investment Holdings Proprietary Limited (“Kamberg”). The entire issued share capital of
Kamberg is held by the Greg Morris Family Trust, of which Mr Greg Morris, the Chief Executive
Officer of MICROmega, is the sole beneficiary (“the Transaction”).

2.   THE GIM HOLDINGS DISPOSAL

     2.1 Nature of GIM Holdings

     GIM Holdings is a holding company which currently hold a single asset in the form of a
     residential property (“Property”).

     2.2 Purchase consideration

     The purchase consideration for the Transaction shall be settled by way of the transfer of 517 620
     MICROmega shares (“Purchase Consideration”) from Kamberg to MECS, which shares will
     then be held as treasury shares.

3.   BACKGROUND TO AND RATIONALE FOR THE TRANSACTION

The Property has been leased by Mr Greg Morris for numerous years and, as it was decided that the
Company has no further use for it, the Board resolved that Mr Greg Morris would purchase the
Property for the Purchase Consideration.

4.   CLASSIFICATION OF THE TRANSACTION

The Transaction is considered to be a small related party transaction in terms of paragraph 10.7 of
the JSE Listings Requirements (“Listings Requirements”) and consequently requires a fairness
opinion (“Opinion”) from an independent professional expert acceptable to the JSE (“Independent
Expert”) that the terms of the Transaction are fair as far as shareholders of MICROmega are
concerned. However, as MICROmega, through MECS, will be acquiring its own securities, the
Transaction is also deemed to be a specific repurchase in terms of paragraph 5.69 of the Listings
Requirements (“Specific Repurchase”).

The Company has appointed Merchantec Capital as Independent Expert. The findings of the Opinion
will be published in due course.

5.   CONDITIONS PRECEDENT AND EFFECTIVE DATE

The Transaction is subject to the fulfilment of, inter alia, the following suspensive conditions:
 -    the approval of all regulatory bodies, including the JSE; and
 -    the approval of MICROmega shareholders of the Specific Repurchase.
The effective date of the Transaction is 1 September 2015.

6.   FINANCIAL INFORMATION PERTAINING TO THE TRANSACTION

The value of the net assets that are the subject of the Transaction as at 31 March 2015 was
R5.1 million. The profit after tax attributable to the net assets that are the subject of the Transaction
for the year ended 31 March 2015 was Rnil.

The impact of the Transaction has been investigated and the Board can confirm that the
implementation of the Transaction will have an insignificant impact on the financial information of
MICROmega.

MICROmega will hold 2 914 169 shares in treasury on completion of the Transaction.

7.   CIRCULAR TO MICROmega SHAREHOLDERS

A circular containing full details of the Transaction and a notice to convene a general meeting of
MICROmega shareholders in order to consider and, if deemed fit, to pass with or without modification,
the resolution necessary to approve and implement the Specific Repurchase, will be sent to
MICROmega shareholders in due course.

Johannesburg
30 October 2015

Sponsor and Independent Expert
Merchantec Capital

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