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Disposal of Dare Holdings (Proprietary) Limited

(Incorporated in the Republic of South Africa)
Registration number: 1974/001804/06
Share code: ADR & ISIN: ZAE000000139
(“Adcorp” or “the Company” or “the Group”)

Disposal of Dare Holdings (Proprietary) Limited and Adcorp Holdings Singapore (Private) Limited, withdrawal and renewal of cautionary

1. Introduction

Adcorp shareholders are hereby advised that Adcorp, via its wholly-owned subsidiary, Adcorp Holdings Australia (Proprietary) Limited (“Seller”), has entered into a binding agreement (“Agreement”) with Competentia (Proprietary) Limited“(“Competentia” or the “Buyer”) on 21 September 2020 (“Signature Date”) in terms of which the Buyer has agreed to acquire 100% of the issued shares of Dare Holdings (Proprietary) Limited (“Dare”) and Adcorp Holdings Singapore (Private) Limited incorporating Dare Energy (Proprietary) Limited (“Adcorp Singapore”) (together, the “Target”) from the Seller, for an estimated cash consideration of AUD 3.44 million (ZAR 41.42 million) as more fully set out in paragraph 5.2 below (“Disposal”).

2. Information on the Target

Acquired by Adcorp in 2015, Dare is an independent contracting business which focuses on specialist industrial needs and workforce solutions concentrating on the Oil and Gas, Mining, Construction and Engineering industries. Dare provides technical skills placements in Australia and Asia with a presence in Singapore through Adcorp Singapore by sourcing highly qualified and experienced temporary, contract and permanent staff for local, national and international clients.

3. Information on the Buyer

Competentia is a global staffing company focused on building and managing workforces in the Energy and Resources industry. By forming strategic partnerships built on trust and mutual confidence, Competentia offers staffing solutions ranging from recruitment and onboarding to training, payrolling and mobilising human capital.

4. Rationale for the Disposal

Adcorp’s management and the board of directors (“Board”) have, over the past 12 months, performed a rigorous assessment of the Group’s strategic position in the Australian market. Given the challenges experienced in that market, the Board has decided to explore opportunities to exit this geography. This will allow the Group to focus its investment on stabilising and growing its South African operations. The Disposal is also consistent with the Group’s long-term strategy to focus its activities on its core capabilities and to utilise the proceeds from the sale of non-core assets to reduce the Group’s gearing.

Adcorp management and the Board believe that the Disposal will position the Group for long-term sustainability and value creation for Adcorp shareholders. Liquidity management is a priority for Adcorp and as a consequence, a diligent focus on cash collections and cost management in the current financial year has enhanced the Group’s liquidity position particularly over the COVID-19 period.

The proceeds received in respect of the Disposal Consideration (as defined in paragraph 5.2 below) will further enhance Adcorp’s liquidity position and will be applied towards reducing the Group’s debt.

5. Terms and conditions of the Disposal

5.1 Effective Date

The Disposal will become effective no later than 5 business days after the satisfaction or waiver of the last of the Conditions Precedent (as defined in paragraph 5.3 below) or as otherwise agreed by the parties (“Completion”).

5.2 Disposal Consideration

The Disposal Consideration will be the sum of:

i. the value based on the consolidated net assets of the Target on the Signature Date which is estimated to be a total amount of AUD 3.44 million (ZAR 41.42 million), less AUD 150 thousand (ZAR 1.81 million) as set out in paragraph 5.2 (ii) below (“Completion Consideration”);

ii. AUD 150 thousand (ZAR 1.81 million) if, within the 6 to 12 month period post Completion, the Target reports a minimum Gross Contractor Margin (as defined below) of AUD 230 thousand (ZAR 2.8 million) (“Business Shut Down Costs”) in any one month;

iii. if the aggregate sum of the (i) gross service fees charged to clients of the Targets less (ii) the sum of remuneration, superannuation, worker’s compensation insurance, payroll tax and other statutory charges paid or payable to contractors providing services to such clients (“Gross Contractor Margin”) during any 12 month rolling period within the 24 month period commencing on the Completion Date (“Milestone Period”), is greater than or equal to specified amounts in respect of 10 separate milestones (“Milestone(s)”), upon the occurrence of each Milestone, the Buyer must pay AUD 50 thousand (ZAR 602 thousand) to the Seller (“Milestone Payments”), the aggregate of which are capped at a total amount of AUD 500 thousand (ZAR 6.02 million); and

The Completion Consideration, together with the adjustments in respect of the Business Shut Down Costs and Milestone Payments is estimated to be AUD 3.94 million (ZAR 47.44 million), and capped at a maximum amount of AUD 4.5 million (ZAR 54.18 million) (“Disposal Consideration”).

The Disposal Consideration will be settled by way of an initial payment of AUD 2.60 million (ZAR 31.30 million) and the remainder, to the extent applicable, on the dates that each of the above milestones are achieved.

5.3 Conditions Precedent

The Disposal is subject to the fulfilment or waiver of the following outstanding conditions (“Conditions Precedent”) by 16 December 2020:

5.3.1 each of the employees, having been identified by the Buyer as critical to the operations of the businesses conducted by the Target (“Key Employees”) having entered into new employment agreements with the Buyer or an entity designated by it, on terms and conditions specified in the Agreement;

5.3.2 the Seller having delivered to the Buyer, signed discharges of any and all Security Interests as defined in section 12 of the Personal Property and Securities Act 2009 (Cth) which are registered on the Personal Property Securities Register in relation to Dare or Adcorp Singapore;

5.3.3 the Seller having procured a sublease in respect of the premises currently leased by the Seller from which Dare currently operates (“Premises”), to the Buyer, for a period of 9 months from the Effective Date, with an option to sublease the Premises for further periods each of 6 months until the end of the term of the lease, being 31 May 2022;

5.4 Representations and Warranties

The Agreement contains representations and warranties by the Seller in favour of the Purchaser, and by the Purchaser in favour of the Seller, as is standard for a transaction of this nature.

6. Financial information

The value of the net assets that are the subject of the Disposal and the profits attributable to the net assets that are subject of the Disposal are AUD 3.44 million (ZAR 41.42 million) and AUD 984 thousand (ZAR 11.85 million) respectively (“Financial Information”).

The Financial Information has been extracted from the Group’s unaudited results for the year ended 29 February 2020, was prepared in terms of IFRS, is the responsibility of the Board and has not been reported on or reviewed by a reporting accountant.

7. Categorisation

In terms of the JSE Listings Requirements, the Disposal is classified as a Category 2 transaction for Adcorp, which requires an announcement.

8. Withdrawal and renewal of cautionary announcement

Shareholders are advised that as all the terms of the Disposal have now been announced, shareholders are no longer required to exercise caution in respect of the Disposal.

However, shareholders are still required to exercise caution as negotiations regarding the disposal of the Financial Services division are still ongoing and if successfully concluded, may have a material effect on the price of the Company’s securities.

22 September 2020

PSG Capital

Legal Advisor:
Moulis Legal

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