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Acquisition of AGE Technologies
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 AGE TECHNOLOGIES JHB PROPRIETARY LIMITED (“AGE”) AND RENEWAL OF
CAUTIONARY ANNOUNCEMENT
Introduction
The board of directors of 4Sight Holdings is pleased to announce that the Company has
entered into an agreement with NL Jackson (70%) and MA Powell (30%) (“the vendors”) for the
acquisition of 100% of the shares in AGE with effect from the date of listing of the Company.
The vendors are not related parties to 4Sight Holdings. AGE will become a subsidiary 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 R80 million, payable as follows:
Details Cash Shares Amount
R R R
On listing 27 000 000 13 000 000 40 000 000
Earn-out 15 800 000 24 200 000 40 000 000
Total 42 800 000 37 200 000 80 000 000
Of the above cash on listing, R18 million has been settled through the issue of vendor shares at
R2.00 per share. The 6 500 000 shares will also be issued at R2.00 per share in settlement of the
share portion on listing. The earn-out will be payable against achievement of Net Profit After
Tax (“NPAT”) determined in accordance with IFRS, as detailed below:
Details NPAT Hurdle NPAT Target Period
R R
Warranty period 1 4 400 000 13 333 333.33 16 months ending
31 December 2018
Warranty Period 2 15 400 000 23 333 333.33 28 months ending
31 December 2019
In the event that the respective NPAT hurdle is not met, there will be no further payment in terms
of the earn-out.
In the event that the NPAT is between the NPAT hurdle and NPAT target, the purchase price for
the earn-out will be paid on a pro rata basis. The earn-out ratio is split 50:50 between the two
warranty periods.
The issue price for the share portion of R24 200 000 or part thereof will be the ruling share price
of 4Sight Holdings at the respective dates of issue.
Description of AGE
AGE has been established for a number of years and has grown into one of the leading systems
integrators in Africa, with presence in 15 countries. AGE offers controls systems, instrumentation,
green energy and information technology communications and provides professional system
integration of automation and electrical engineering projects. AGE empowers its customers
with cutting edge technology solutions to increase efficacy in an innovative way. Please refer
to www.age.co.za for more details.
Rationale for the acquisition of AGE
AGE has an established track record as a systems integrator providing a variety of sensors,
control systems and other industrial devices known as the “Internet of Things” and forms an
important part of the vertical stack of services to mining and manufacturing companies.
Intelligent algorithms are required to glean data from such equipment and thus the acquisition
is complementary to the separate acquisition of BluESP by 4Sight Holdings, which provides data
analytics to the same market. Certain of their products or solutions will also be complementary
to the telecommunications vertical under Digitata and the property solutions under GLOVent.
Financial Information
The net asset value of AGE as extracted from the Annual Financial Statements for the year
ended 28 February 2017 was R11 020 972 and the profit after tax was R2 700 482.
Conditions precedent
There are no remaining conditions precedent to the Acquisition other than the signing of the
agreement by 4Sight Holdings in Mauritius in accordance with Mauritian law, which is in
process.
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 20 October 2017 and
are advised that the Company is finalising the terms of acquisition of Foursight Proprietary
Limited (“Foursight”), details of which will be announced in due course.
As previous announced, once the acquisition of Foursight has been finalised and the combined
impact of the acquisition of BluESP Holdings Proprietary Limited (announced on 20 October
2017) and the above acquisition of AGE, 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.
23 October 2017
Mauritius
Designated Advisor
Arbor Capital Sponsors Proprietary Limited
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