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Addendum To The Hi-Tech Security Sale Of Shares Agreement
CSG HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 2006/011359/06)
Share code: CSG
ISIN code: ZAE000184438
("CSG" or "the Company")
ANNOUNCEMENT REGARDING AN ADDENDUM TO THE HI-TECH SECURITY
NELSPRUIT PROPRIETARY LIMITED (“HI-TECH NELSPRUIT”) SALE OF
SHARES AGREEMENT
Shareholders are referred to the announcement published on 4 November 2015
wherein they were advised that CSG had entered into an agreement (“Agreement”)
with The Future Kerswill Trust (represented by Mr. J Kerswill), in terms of which CSG
acquired a 100% interest in the issued share capital of Hi-Tech Nelspruit (“Nelspruit
Acquisition”).
The maximum consideration for the Nelspruit Acquisition was R55 million and was
settled/ is to be settled as follows:
- R26.6 million was paid in four tranches of varying amounts, with the first tranche
being paid on or about the effective date of 1 November 2015 (“Effective Date”) and
the final tranche being paid on or before 10 December 2015; and
- a final amount (“Final Amount”) to be based on the financial performance of Hi-
Tech Nelspruit for the twelve months immediately following the Effective Date (at a
price earnings multiple of 4 times), which amount will be payable within 7 days of the
finalisation and acceptance by both parties of the managements accounts relating to
that period.
The parties have subsequently concluded an addendum to the Agreement dated
7 November 2016 (“Addendum”) in terms of which a portion of the Final Amount, to
the value of R2 500 000, will be settled by the issue of CSG shares while the
balance will be settled in cash. The number of CSG shares to be issued will be
calculated according to the volume weighted average share price of the shares of
CSG for the 30 trading days immediately preceding 27 October 2016, being
R1.36259 per share.
The conclusion of the Addendum has not changed the categorisation of the Nelspruit
Acquisition which is a category 2 transaction in terms of the JSE Limited Listings
Requirements.
Pretoria
7 November 2016
Designated Advisor
Sasfin Capital (a division of Sasfin Bank Limited)
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