02/09/2009 - 12:03

ComputerCORP terminates acquisition

02/09/2009 - 12:03


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Delays have prompted Stirling-based ComputerCORP to terminate its acquisition of private east coast outfit S Central while it seals the deal on another purchase.

Delays have prompted Stirling-based ComputerCORP to terminate its acquisition of private east coast outfit S Central while it seals the deal on another purchase.


The announcement is below:



ComputerCORP Limited announcement concerning:-

- Termination of S Central Pty Ltd acquisition

- Rights issue continues - closing date extended / underwriting amended

- Confirmation Synergy Plus deal closed and acquisition payments satisfied

- Change of Name to Synergy Plus Limited

Termination of S Central Acquisition

On 29 June 2009, ComputerCORP announced the revised term sheet between ComputerCORP and S Central Pty Ltd ("S Central") for the acquisition of S Central by ComputerCORP. Subsequently, the Company announced that delays had been incurred in progressing the proposed acquisition. The Board of the Company today has decided that the Company will not proceed with the proposed acquisition of S Central.

Rights Issue

Further to previous announcements regarding the Company's non-renounceable entitlements issue (Rights Issue), the Company advises that it has resolved to extend the offer period of the Rights Issue by a further 4 weeks. This will enable shareholders to be fully informed of the structure of the Company given the decision of the Board not to proceed with the S Central acquisition. As a consequence of the S Central acquisition not proceeding, the underwriting agreement relating to the Rights Issue has been revised down to $2.0 million in line with the Company's capital requirements, notwithstanding that the full 1 for 1 rights issue amounting to $4.3 million will continue to be offered to shareholders.

The Closing Date of the Rights Issue and latest time for receipt of Entitlement and Acceptance Forms is now 5.00pm on Friday, 9 October 2009. This extension will have a consequential effect on the other key dates of the Rights Issue which are summarized below. No other terms or conditions under the Rights Issue have changed.

Subject to the Corporations Act, the ASX Listing Rules and other applicable laws, the Company, in consultation with the Underwriter, reserves the right to change any of these dates without notice. This may include extending the Rights Issue, closing the Rights Issue early or accepting late applications, either generally or in particular cases.

As a result of the Company no longer proceeding with the S Central acquisition and the revision to the underwriting agreement noted above, the Board of the Company has decided that it is appropriate to allow those shareholders who have already elected to take up their entitlements under the Rights Issue to withdraw their applications and receive a full refund, should they wish to do so. The Company will be in contact with these shareholders shortly.

Confirmation Synergy Plus Deal Closed and Acquisition Payments Satisfied

The Company confirms that the Synergy Plus acquisition is complete and that the first two payments as outlined in the Company's ASX release dated 29 June 2009 of $1.3 million due on completion and a further $1.5 million due on 31 July 2009, have been satisfied. Synergy Plus has traded profitably since its acquisition.

Change of Name

The Company also confirms that subject to the approval of shareholders, the Board proposes to change the name of ComputerCORP Limited to Synergy Plus Limited. Synergy Plus has a strong reputation in the enterprise market, which will be a key area of focus for the Company in pursuing growth opportunities.

Shareholder approval for the change of name will be sought at the Annual General Meeting.


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