DTC - Datatec -Disposal of 55% stake in African Legend Indigo
28 April 2009 8:30
DTC
DTC                                                                             
DTC - Datatec -Disposal of 55% stake in African Legend Indigo                   
DATATEC LIMITED                                                                 
(Incorporated in the Republic of South Africa)                                  
(Registration number: 1994/005004/06)                                           
ISIN: ZAE000017745                                                              
Share Code: DTC                                                                 
("Datatec")                                                                     
DISPOSAL OF 55% STAKE IN AFRICAN LEGEND INDIGO                                  
1.   Introduction and Rationale                                                 
    Datatec announces that, following a strategic review of its South African   
    assets, it has decided to focus on growing its Westcon distribution         
business in South Africa and to divest its shareholding in African Legend   
    Indigo (Pty) Ltd ("ALI"), a major partner of Sun Microsystems in South      
    Africa.                                                                     
    As a result of this decision Datatec has increased its ownership in Westcon 
SA (Proprietary) Ltd ("Westcon SA") from 55% to 74.9% through the disposal  
    of its 55% stake in ALI and the issue of 275 578 new Datatec shares (the    
    "Transaction").                                                             
2.   The Transaction                                                            
2.1  The businesses                                                         
         Westcon SA is a distributor of ICT equipment and forms part of         
         Datatec`s Westcon Emerging Markets Group.  ALI is a systems integrator 
         and enterprise management solutions provider and one of South Africa`s 
leading Sun Microsystems Value Added Resellers.                        
         Both Westcon SA and ALI were 55% owned by Datatec prior to the         
         Transaction in partnership with African Legend Computing ("ALC") as a  
         minority Black Economic Empowerment ("BEE") partner.                   
2.2  Consideration                                                          
         The Transaction has been effected by a Share Sale Agreement signed on  
         24th April 2009 under the terms of which Datatec will purchase 19.9%   
         of the shares and shareholder equity loans in Westcon SA from ALC for  
a consideration of R12.7 million made up of 55% of the shares and      
         equity loans in ALI plus 275 578 new Datatec shares to a value of R4.0 
         million. The net result of the Transaction is that Datatec now owns    
         74.9% of the shares in Westcon SA, with ALC owning the remaining       
25.1%, and ALC now owns 100% of ALI.                                   
    2.3  Financial effects                                                      
         The pro forma financial effects of the Transaction on Datatec`s        
         earnings per share, headline earnings per share, net asset value per   
share and net tangible asset value per share for the period ended 31   
         August 2008 are not significant (i.e. are less than 3%), and have      
         therefore not been disclosed.                                          
3.   CONDITIONS PRECEDENT AND LISTING                                           
The implementation of the Transaction is not subject to any conditions      
    precedent and is accordingly immediately effective.                         
    Application has been made to the London Stock Exchange for the admission of 
    the new Datatec shares to the Alternative Investment Market, and to the JSE 
Limited ("JSE") for the listing of these shares.  Listing on both exchanges 
    is expected to become effective on 6 May 2009.                              
4.   SMALL RELATED PARTY TRANSACTION                                            
    The majority shareholder in ALC is a director of a Datatec subsidiary and   
ALC is therefore a related party to Datatec. The Listings Requirements of   
    the JSE require written confirmation from an independent professional       
    expert, confirming that the Transaction is fair to Datatec`s shareholders.  
    Moore Stephens (Jhb) Corporate Finance (Pty) Ltd, as the independent        
professional expert acceptable to the JSE, has confirmed that the           
    Transaction is fair and their fairness opinion is available for inspection  
    at Datatec`s registered office until 26 May 2009.                           
Sandton                                                                         
28 April 2009                                                                   
Merchant bank and sponsor                                                       
RAND MERCHANT BANK (A division of FirstRand Bank Limited)                       
Date: 28/04/2009 08:30:01 Produced by the JSE SENS Department.                  
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