re: EddieV & Willhart Hi Ed,
A contact at IMB first put me onto WHL - they apparently do a lot of business with them.
According to Regina Meani's chart In the Sun Herald (16/6/02) shares in WHL hit the dizzy heights of over $12 during the frenzy of the tech boom. Since then, the price has been in protracted downtrend, with a massive freefall in early '98.
Now, however, things are looking up. The rise through 8c has given a buy signal for the move to 12c (already achieved). Next stop is around 17c. And the uptrend could carry the share price much, much higher.
From what I can glean, the stock's prospects are linked to the following ASX announcement released by the company at the end of May, 2002
Hope this sheds some light on your question
Cheers, Xerxes.
WILLHART LIMITED 2002-05-24 ASX-SIGNAL-G
HOMEX - Perth
+++++++++++++++++++++++++
The directors of Willhart Limited ("Willhart" or "Company") are
pleased to announce that further to its announcement on 30 April
2002, the Company has entered into a Put and Call Option Agreement
("Agreement") with Apel Pacific Group Pty Ltd, as Trustee for the
Apel Family Trust ("Apel Pacific"), to acquire the Brisbane-based
business, Byte Power and the online IT procurement business,
bponline.net ("Byte Power").
In accordance with the terms of the Agreement, Willhart or Apel
Pacific will be able to exercise the option, the exercise of which
will require Willhart to purchase all of the issued share capital in
a company that will own Byte Power. The put and call option is
exercisable after 1 July 2002 and is subject to the satisfaction of
conditions precedent.
BYTE POWER'S CORE BUSINESS
The Byte Power business is an established business with access to
national and (prospectively) international markets. The vendors of
Byte Power established the Byte Power business in 1989, which
initially started with the wholesaling of computer hardware.
Byte Power's business has now grown to include system integration and
online procurement of hardware, software and telecommunications. Byte
Power is also the agent for the VASCO range of hardware and software
internet security solutions throughout the Asia Pacific region.
Byte Power is a successful and respected information technology
business. Byte Power has formed a number of strategic alliances with
many leading IT brand names and has alliances with IT-industry
leaders such as Mitsubishi, IBM, Intel, Apple, Hitachi, Samsung, OKI,
Compaq, Seagate and Hewlett-Packard, Byte Power is also a Compaq
Technology Partner and an OKI Strategic Service Centre.
Byte Power was for eight years a member of 'Business Queensland's
400' which represents the state's Top 400 privately-owned companies.
The Byte Power business commenced in Australia and has now expanded
into the Asia Pacific region.
ACQUISITION DETAILS
The acquisition is subject to relevant shareholder and regulatory
approvals. The consideration for the acquisition is set out below.
PURCHASE PRICE
The purchase price is $10 million plus a conditional share incentive
payment. The purchase price of $10million and the conditional share
incentive payment is payable in 3 tranches in the circumstances and
on the conditions set out below:
TRANCHE 1
On completion of the acquisition of Byte Power, Willhart will pay to
Apel Pacific, $7 million comprising $3.5 million in cash and $3.5
million in fully paid ordinary shares in Willhart at an issue price
of 3.8 cents per share, prior to any share consolidation (a total of
approximately 92 million shares).
The $3.5 million cash component will be raised by a placement of
Willhart's shares to investors, Willhart and Apel Pacific will work
together to introduce the investors for the placement.
TRANCHE 2
Willhart will pay to Apel Pacific on or before 31 October 2003, $3
million comprising $1.5 million in cash and $1.5 million in fully
paid ordinary shares in Willhart, at an issue price of 7.6 cents per
share, prior to any share consolidation (a total of approximately
19.7 million shares).
However, if Byte Power does not achieve an EBITDA of a minimum of $2
million in the financial year ending 30 June 2003, then Willhart will
not be required to pay to Apel Pacific this $3 million payment.
TRANCHE 3
If Byte Power achieves an EBITDA of a minimum of $2 million in the
financial year ending 30 June 2003, then Willhart will allot and
issue to Apel Pacific on or before 31 October 2003, the number of
fully paid ordinary shares in Willhart to be calculated in accordance
with the following formula:
Number of shares = (EBITDA - $2,000,000)x5)
-------------
(AP - [20% x AP])
where AP is at least 80% of the average market price of listed fully
paid ordinary shares in the capital of Willhart, calculated over the
last 5 days on which sales in Willhart's shares are recorded, before
the day on which the issue is made.
CONDITIONS PRECEDENT
The acquisition of Byte Power is conditional on the satisfaction of
several conditions precedent, including the following:
* receipt of relevant regulatory and shareholder approvals to
complete the transaction;
* a consolidation of Willhart's ordinary share capital in order to
comply with chapters 1 and 2 of the ASX Listing Rules;
* the preparation and lodgement by Willhart of a disclosure document
for the issue of the shares to Apel Pacific and for the placement of
fully paid ordinary shares in Willhart to raise $3.5 million; and
* Apel Pacific entering into a consultancy agreement to provide
consultancy services.
If shareholders approve the acquisition of Byte Power, Willhart will
be required to comply with the requirements of chapters 1 and 2 of
the ASX Listing Rules.
BOARD COMPOSITION
If the acquisition proceeds, Mr Alvin Phua of Byte Power will join
the Willhart Board as Chief Executive Officer, and Mr Terence Seow, a
nominee of Apel Pacific, will also be appointed to the Willhart
Board.
Mr Phua has extensive experience in marketing and sales in the IT
Industry as Managing Director of Byte Power since establishing it in
1989. He has also built a strong business network of alliance
partners in Asia.
Mr Seow has 17 years of banking experience and is currently the
Senior Relationship Manager and Vice President of a major global
financial organisation covering Indonesia, Malaysia, Singapore and
Australia. His experience covers treasury function, global markets,
foreign exchange margin trading, investments, tax planning and
private banking in Asia Pacific.
PROPOSED TIMETABLE
Subject to ASX Listing Rules and Corporations Act requirements,
Willhart anticipates completion of the transaction (including the
placement) will take place in accordance with the following timetable
(which is subject to change by Willhart).
17 June - 2002 Willhart will lodge a prospectus with the ASIC in
relation to the issue of the shares in regard to the acquisition of
Byte Power and the placement, in accordance with chapters 1 and 2 of
the ASX Listing Rules
24 June 2002 - Willhart will dispatch a notice of meeting to approve
the acquisition of Byte Power and the placement and dispatch the
prospectus
24 July 2002 - Willhart will request a suspension that it anticipates
will commence at the close of trading on the business day prior to
the General Meeting and continue until Willhart has complied with
chapters 1 and 2 of the ASX Listing Rules
25 July 2002 - Willhart will hold the General Meeting at which
shareholders will consider
16 August 2002- Reinstatement to the Official List (Expected Date)
K King
EXECUTIVE CHAIRMAN
For further information, contact Ken King on:
Tel: + 61 8 9380 9611
Mobile: 0418 928 776
email: [email protected]
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