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Acquisitions Acquisition
of 100 % interest in Fleetcall (Proprietary) Limited
The group acquired 100 % of the issued share capital of
Fleetcall (Proprietary) Limited on 1 March 2009. The
maximum purchase price is R 75 million, payable in cash.
The purchase price is payable as follows :
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- first tranche : R 48 million |
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- second tranche : R 24 million |
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The second tranche will be paid in terms of an earn out
mechanism over one year based on after tax profit
targets for the year ending February 2010 being
achieved. |
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The acquired business contributed revenues of R 28
million and net profit after tax of R 8 million to the
group for the period 1 March 2009
- 31 August 2009.
These amounts have been calculated using the group's
accounting policies. |
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Fleetcall is the largest
Trunked Two-way Radio Operator in South Africa |
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Carrying |
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The acquiree's balance sheet at the date of acquisition
is as follows : |
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amount |
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Property, plant and equipment |
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28
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Inventories |
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1
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Trade and other receivables |
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10
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Trade and other payables |
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(11)
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Deferred tax |
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(4)
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Tax |
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(3)
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Cash and cash equivalents |
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4
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Net identifiable
assets and liabilities |
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25
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Goodwill on acquisition |
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45
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Total consideration |
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70
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The amount reflected
above as goodwill on acquisition will be finally
allocated between intangibles and goodwill prior to
year-end. |
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Acquisition of 100 % interest in Lateral Technology
Concepts (Proprietary) Limited ("Technology Concepts") |
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The group acquired 100 % of the issued share capital of
Technology Concepts on 1 March 2009. The maximum
purchase price is R 45 million payable in cash. The
purchase price is payable as follows : |
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- initial payment of R 7.5 million |
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- the remaining maximum payments of R 37.5 million will
be paid in terms of an earn out mechanism over |
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two years based on after tax profit targets for the year
ending February 2010 and 2011 being achieved |
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Technology Concepts is an established
Information Technology business and corporate Internet
Service Provider. |
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The acquired business contributed revenues of R 14
million and net profit after tax of R 2 million to the
group for the period 1 March 2009 - 31 August 2009.
These amounts have been calculated using the group's
accounting policies. |
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The acquiree's balance sheet at the date of acquisition
is as follows : |
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Carrying |
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amount |
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Property, plant and equipment |
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2
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Inventories |
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1
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Trade and other receivables |
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3
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Trade and other payables |
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(2)
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Cash and cash equivalents |
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-
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Net identifiable
assets and liabilities |
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4
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Goodwill on acquisition |
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36
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Total consideration |
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40
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The amount reflected
above as goodwill on acquisition will be finally
allocated between intangibles and goodwill prior to
year-end. |
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Acquisition of 50%
plus one share interest in NuPay (Pty) Limited ("NuPay") |
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The group acquired 50% plus 1 share of the issued share
capital of NuPay on 1 June 2009 for a consideration of
R53,5m. |
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The acquired business contributed revenues of R 24
million and net profit after tax of R 2. 5 million to
the group for the period 1 June 2009 - 31 August 2009. |
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If the acquisition had occurred on 1 March 2009, group
revenue and net profit |
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after tax before allocations would have increased by R
48 million and R 5 million respectively. These amounts
have been calculated using the group's accounting
policies. |
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The acquiree's
balance sheet at the date of acquisition is as follows: |
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Carrying |
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amount |
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Property, plant and equipment |
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5
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Trade and other receivables |
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6
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Trade and other payables |
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(10)
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Cash and cash equivalents |
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3
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Tax |
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(1)
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Net identifiable assets and liabilities |
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3
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Attributable to minorities |
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(1.5)
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Goodwill on acquisition |
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52.0
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Total consideration |
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53.5
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The amount reflected
above as goodwill on acquisition will be finally
allocated between intangibles and goodwill prior to
year-end. |
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Acquisition of the Altech Netstar franchisees in
Nelspruit and Polokwane |
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During the period under review the group acquired 100%
of the Altech Netstar franchisees in Nelspruit and
Polokwane with effect from 1 April 2009 and 1 May 2009
respectively. |
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The acquired business contributed revenues of R 6.5
million and net profit after tax of R 0.9 million to the
group for the period ended 31 August 2009. |
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If the acquisitions had occurred on 1 March 2009, group
revenue and net profit after tax before allocations
would have increased by R 11.4 million and R 1.3 million
respectively.These amounts have been calculated using
the group's accounting policies and by adjusting the
results of the subsidiaries to reflect amortisation on
the fair value adjustments to intangible assets from 1
March 2009, together with the consequential tax
effects. |
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The acquirees' combined balance sheets at the date of
acquisition were as follows: |
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Rm |
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Total consideration |
24
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Fair value of net assets acquired |
1
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Intangible assets |
23
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Disposal of Namitech South Africa, a division of Altech
Information Technologies (Proprietary) Limited |
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On 1 April 2009 the group disposed of the net assets of
Namitech South Africa division for R 82.2 million to
Gemalto. |
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The net assets were shown as held for sale at 28
February 2009. |
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Post-Balance sheet events |
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Altech together with its partner, Sameer has acquired
significant bandwith capacity on the SEACOM undersea
cable system. |
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Altech/Sameer has procured two STM-16s from SEACOM
(equivalent to 5 Gbps), for US 69.3million payable over a
period, of which USD 20m was paid in September 2009. |
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