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Pinnacle -- disposal of Infrasol
The board of directors of Pinnacle (“the Board”) advise shareholders that Pinnacle (“the Seller”) has entered into an agreement (“the Agreement”) with Datacentrix Proprietary Limited, a wholly- owned subsidiary of Datacentrix Holdings Limited, (“Datacentrix” or “the Purchaser”) to dispose of 100% of the issued share capital of Pinnacle’s wholly-owned subsidiary, Infrasol Proprietary Limited (“Infrasol”). The disposal to Datacentrix will include Infrasol’s subsidiary, Merqu Communications Proprietary Limited (“Merqu”) as one indivisible transaction, for a maximum cash consideration of R85 million, subject to the conditions precedent set out below (“Disposal”).
The Infrasol business which consists of Infrasol and Merqu, are design and development businesses with project management expertise focused on large network infrastructure, data centre design and the implementation of solution projects that utilise a national footprint of dedicated installers to complete assignments.
Infrasol has five structured business divisions designed to provide its clients with infrastructure and services throughout South Africa. These services include:
- Installation and maintenance of LAN and WAN infrastructure;
- Installation and maintenance of building data and switching centres;
- Installation and maintenance of audio-visual solutions;
- Full outsource management of ICT infrastructures (seat management); and
- Installation and maintenance of Fire Detection and Prevention solutions.
Merqu’s services include Network Infrastructure, Building Works, Electrical Reticulation, Backup Power, Cooling Systems, Fire Detection and Prevention, CCTV, Building Management and Access Control.
The total sale consideration of R85 million is to be settled by Datacentrix by way of an electronic fund transfer from existing cash resources within 9 business days after the last of the conditions precedent below have been fulfilled or waived, as the case may be. The Sale consideration shall be an all-inclusive amount between R65 million and R85 million. The final amount receivable will be determined and fixed by multiplying the audited profit after tax of Infrasol as at 30 June 2015 by a PE Ratio of 8,5. With the release of the unaudited interim results for the six months ended 31 December 2014, the Company advised that, through various actions and initiatives, it would be in a position to reduce gearing by approximately R250 000 000. The above sale, together with the sale of properties announced on SENS on 2 April 2015 and 10 April 2015, will realise up to R232 176 480 which will be applied towards the reduction of gearing.
The consolidated value of net assets of the Infrasol business subject to the acquisition as at 30 June 2014 was R22,896 Million and the profit after tax for the Year to 30 June 2014: R13,444 Million.
The Disposal is subject to the fulfilment or waiver, as the case may be, of inter alia the following conditions precedent by no later than 30 September 2015:
- Pinnacle obtaining written confirmation from third parties to contracts to which Infrasol is a party, consenting to the change in control of Infrasol;
- the shareholders of Datacentrix Holdings Limited, approving the sale; and
- all regulatory approvals being obtained including the Johannesburg Stock Exchange and the Competition Commission.
The effective date is 1 July 2015.
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Pinnacle disposal of property
In a SENS announcement issued on 2 April 2015 the company advised that it would announce further details on the Samrand Property (‘‘the property’’) in due course.
The board of directors of Pinnacle (“the Board”) is therefore pleased to announce that it has entered into a sale agreement in terms of which Pinnacle, through a subsidiary company, will dispose to Erf 117746 Nourse Avenue (Pty) Ltd. (“the “Purchaser”), the property being Stand 853,854,855,856,857,858,881,882,883,859, 876, Kosmosdal ext.11, for R52 000 000 (“the Disposal”).
The disposal will realise R50 960 000 after commission.
The above property was vacant land earmarked for future use as warehousing and offices.
The effective date of the Disposal is the transfer date. The Disposal is subject to the following suspensive conditions to be fulfilled by 30 April 2015:
- A due diligence on the Property, and all conditions applicable thereto, to be undertaken by the Purchaser to the Purchaser’s satisfaction;
- Board approval of the ultimate holding company of the Purchaser; and
- Written confirmation from the previous owner that it will not exercise their right of first refusal over the property.
Rationale
As communicated with the release of the unaudited interim results for the six months ended 31 December 2014, the reduction of gearing of the Group remains a key priority and to that end the Board approved the disposal of the Group’s property portfolio. The Disposal proceeds less the settlement of the existing bond of R32 936 462 on the property will therefore be applied towards reducing gearing.
Categorisation
The Disposal is below the Listings Requirements of the JSE Ltd. categorisation thresholds and therefore does not require Pinnacle shareholder approval.
The Disposal consideration, aggregated with the sale consideration of other Pinnacle properties as set out in the SENS announcement on 2 April 2015, is a Category 2 transaction in terms of the Listings Requirements of the JSE Ltd. and does not require Pinnacle shareholder approval.
Financial information
The carrying value of the property as at 31 December 2014 was R45 309 472.
Warranties
The parties have provided standard warranties that are usual for this type of transaction.
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Pinnacle -- Disposal of properties
The Board of Directors of Pinnacle (“the Board”) is pleased to announce that it has entered into sale agreements (the “agreements”) in terms of which Pinnacle, through its relevant subsidiary companies, will dispose of the following properties (“the properties”) to Orange River Trading SA CC (“the Purchaser”):
- Port Elizabeth Property – Situated at 59 Newton Street, Newton Park for R10 730 000;
- Bloemfontein Property – Situated at Unit 9, Quagga Industrial Park, 38 Eland Street, Quaggafontein, Bloemfontein for R13 600 000; and
- Midrand Property – Situated at 269 Sixteenth Road, Randjespark, Midrand for R 73 750 000.
In total the disposals will realise R96 216 480 after commission (collectively “the Disposal”).
The above properties are used as branch offices and warehouses for some of the distribution subsidiaries in Port Elizabeth, Bloemfontein and Midrand.
The effective date of the Disposal is the transfer date of the properties, being 31 May 2015 or as soon as possible thereafter, and is subject to the fulfillment of the following conditions precedent within twenty business days of signature of the agreements:
- That the Purchaser obtains funding for the purchase price;
- That the Purchaser concludes a due diligence on the properties to their satisfaction;
- That the relevant subsidiary companies in the Group conclude long term lease agreements over the relevant properties and that the Company provides a suretyship in respect of the obligations of the subsidiaries in terms of the leases; and
- That the sale agreements are concluded on all three properties on the same terms and conditions, other than price.
Rationale
As communicated with the release of the unaudited interim results for the six months ended 31 December 2014, the reduction of gearing of the Group remains a key priority and to that end the Board approved the Disposal of the Group’s property portfolio. The Disposal proceeds will therefore be applied towards reducing gearing.
Categorisation
The Disposal is a Category 2 transaction in terms of the Listings Requirements of the JSE Ltd. and therefore does not require Pinnacle shareholder approval.
Financial information
The carrying value of the properties as at 31 December 2014 was R60 152 612.
Warranties
The parties have provided standard warranties that are usual for this type of transaction.
General
It should be noted that the above disposals exclude the remaining property, being the land in Samrand that had been earmarked for future premises. It is the intention of the Company to announce further details on the Samrand property in due course.
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| Closing price data source: JSE Ltd. All other statistics calculated by ProfileData. |
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