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4SIGHT HOLDINGS LIMITED - Acquisition of BluESP holdings proprietary limited and its wholly owned subsidiary (BluESP)

Release Date: 20/10/2017 13:16
Code(s): 4SI     PDF:  
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Acquisition of BluESP holdings proprietary limited and its wholly owned subsidiary (“BluESP”)

4SIGHT HOLDINGS LIMITED
(Incorporated in the Republic of Mauritius)
(Registration number: C148335 C1/GBL)
(“4Sight Holdings” or “the Company”)
 ISIN Code: MU0557S00001          JSE Code: 4SI



ACQUISITION OF BLUESP HOLDINGS PROPRIETARY LIMITED AND ITS WHOLLY OWNED SUBSIDIARY
(“BluESP”), RENEWAL OF CAUTIONARY ANNOUNCEMENT AND SUPPLEMENTARY PRELISTING
                                      STATEMENT


Introduction
The board of directors of 4Sight Holdings is pleased to announce that the Company has
entered into an agreement with R Dreyer, T Carolin, L van Wyk. C Sato, MKwinda, E Madikizela
and H Jacobs (“the vendors”) for the acquisition of 100% of the shares in BluESP Holdings
Proprietary Limited and BluESP Proprietary Limited with effect from the date of listing of the
Company. The vendors are not related parties to 4Sight Holdings. These companies will
become subsidiaries of 4Sight and will adhere to the provisions of paragraph 10.21 of Schedule
10 of the JSE Listing Requirements.

Terms and conditions
The purchase price is R54.8 million, payable as follows:

Details                                          Cash                     Shares           Amount
                                                     R                         R                R
Purchase consideration                      19 800 000                35 000 000       54 800 000

Of the above cash on listing, R19.8 million has been settled through the issue of vendor shares at
R2.00 per share. The 17 500 000 shares will also be issued at R2.00 per share in settlement of the
share portion post listing.

Description of BluESP
BluESP is an engineering technology company, focussing on delivering software solutions to
the mining and manufacturing sector. These solutions enable companies to operate their
processing plants or manufacturing processes optimally, maximising revenues, eliminating
inefficiencies and minimising costs.

These improvements are achieved by collecting data from sensors, equipment and IOT devices
across an entire site and between multiple sites. The data is stored in a real-time data
warehouse from where it can be analysed and visualised.
Further value is added through the Manufacturing Execution System (“MES”) layer; an
information system designed and implemented according to the customer’s business
processes, and fully integrated with the Enterprise Resource Planning (“ERP”) suite. Enterprise
Operations Reporting Systems (“EOR”) give management enterprise wide visibility of their
operations.

Real-Time Optimisation (“RTO”) solutions offer extremely attractive returns on investment
through efficiency improvements, emission control, reduced costs and higher throughput.
Prescriptive Maintenance solutions, that leverage advanced machine learning algorithms, can
forecast failure of major equipment up to eight weeks in advance. Supply Chain Optimisation,
Production Planning and Scheduling and Demand Management solutions maximise revenue
and minimising inventory by utilizing sophisticated models and optimisation techniques.

These technologies are implemented by a dedicated team of engineers with an average of
over fifteen years of experience in implementing successful software solutions. This allows BluESP
to deliver solutions that maximise manufacturing efficiencies at unprecedented levels.

BluESP is based in Jukskei Park, South Africa. BluESP and its partner’s products have been
deployed across the globe by the BluESP team. Since 2008, BluESP has established itself as the
world leading supplier of RTO solutions to the Mining Sector and is proud that it has a track
record of delivering projects with a better than six-month return on investment. BluESP has an
industry partnership with AspenTech, a leading global provider of asset optimisation software
solutions for capital intensive industries. BluESP is AspenTech’s world-wide partner for the mining
sector.

BluESP customers in South Africa include Sasol, Columbus Stainless, Anglo-American, Glencore,
Impala Platinum, Lonmin, Samamcor, Tharisa, Tronox, South32, Chevron, Arcelor Mittal, Natref
and Kynoch. Global customers include First Quantum Minerals (Zambia), Mount Isa Mines
(Australia), Sekura (Malaysia), GS Caltex (South Korea) and Shell (Germany).

Rationale for the acquisition of BluESP
The acquisition of BluESP is line with 4Sight Holdings’ acquisitive and organic growth strategy of
acquiring industry 4.0 companies and provides the 4Sight Holdings group with deep skills in data
science and real-time decision-making solutions, with large customer bases internationally and
in South Africa, and the ability to enhance solutions across customers and industries.

In addition, BluESP is a natural fit with the separately announced acquisition of AGE
Technologies which company is an established systems integrator providing a IOT devices.
BluESP forms an important part of the vertical stack of services to mining and manufacturing
companies.
Conditions precedent
There are no remaining conditions precedent to the Acquisition other than the following:

-     signing of the agreement by 4Sight Holdings in Mauritius in accordance with Mauritian
      law, which is in process; and
-     the directors of BluESP consenting to remain employed by the for a period of at least two
      years from effective date of acquisition.

Financial Information
The net asset value of BluESP as extracted from the Annual Financial Statements for the year
ended 28 February 2017 was R10 862 588 and the profit after tax was R3 479 446.

Classification of the transaction
The Acquisition is classified as a Category 2 transaction in terms of the JSE Listings Requirements
pertaining to companies listed on the Alternative Exchange of the JSE and thus shareholder
approval is not required.

Renewal of cautionary announcement and supplementary prelisting statement
Shareholders are referred to the cautionary announcement published on 16 October 2017 and
are advised that the Company is finalising the terms of acquisition of AGE Technologies
Proprietary and Foursight Proprietary Limited, details of which will be announced in due course.

Once the acquisitions have been finalised, the Company will consider the need to publish a
supplementary prelisting statement, which will probably include an updated profit forecast,
particularly for the year ending 31 December 2018 as the impact on the six months ending
31 December 2017 is likely to be immaterial. The Company will consult with the JSE in this
regard in due course.


20 October 2017
Mauritius

Designated Advisor
Arbor Capital Sponsors Proprietary Limited

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