1 csv sale of technology services business

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  • 7/31/2019 1 CSV Sale of Technology Services Business

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    CSG LtdABN 64 123 989 631

    Level 8, Jacana House39 Woods Street Darwin NT 0800

    PO Box 2041 Darwin NT 0801Tel 08 8922 9000Fax 08 8922 [email protected]

    30 May 2011

    ASX Announcement

    CSG ANNOUNCES SALE OF TECHNOLOGY SOLUTIONS BUSINESS

    CSG Limited (ASX: CSV) (CSG or the Company) today announced an agreement has been reachedto sell the Technology Solutions business to NEC Australia.

    The transaction consideration for the sale of the Technology Solutions business comprises:

    a base consideration of A$227.5 million; and

    a potential earn-out payment of up to A$32.5 million. The quantum of the earn-outpayment achieved, if any, will depend on the level of certain additional earningsgenerated prior to 30 June 2012.

    CSG Chairman, Mr Josef Czyzewski said: Following a detailed and rigorous strategic review by theCompany, the decision to sell the Technology Solutions business has been made to crystallise valuefor our shareholders. The Board believes this transaction is in the best interests of the Company andits shareholders. The proceeds from the sale will enable us to pay down debt and return capital toour shareholders.

    Net proceeds from the transaction on the base consideration, after capital gains tax and othertransaction related costs, are expected to be approximately A$190 million.

    The Board of Directors intention is to distribute excess capital to shareholders in the most efficientmanner after paying capital gains tax, restructuring and transition costs and reducing debt to anappropriate level. The method, timing and amount of cash distributed to shareholders will bedetermined by the Board. This is expected to be announced with the full year results in August 2012.Post transaction, CSG will have substantial franking credits for distribution.

    Terms of transaction

    The transaction will be effected via a sale of the shares in two subsidiary CSG companies: CSGServices Pty Ltd and CSG Solutions Pty Ltd to NEC Australia.

    The target completion date of the sale is 2 July 2012. It is subject to a number of conditionsincluding: obtaining Foreign Investment Review Board approval; regulatory approvals; and limitedthird party consents. The purchaser also has a termination right if there is any material adversechange in the Technology Solutions business. In certain circumstances, termination of theagreement will entitle the party not in breach to a break fee of A$2.6 million.

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    CSG has agreed to certain limitations on its ability to initiate or respond to any competing proposalin relation to the Company or its Technology Solutions business. CSG has also agreed it will not carryon a technology solutions business for three years post-completion in Australia and for two yearspost- completion in New Zealand. The restraint will not inhibit CSGs ability to g row its Print Servicesbusiness.

    CSG has also entered into a Transitional Services Agreement to facilitate the orderly transfer of theTechnology Solutions business.

    CSG Managing Director, Ms Julie-Ann Kerin said: Following the sale of Technology Solutions we willfocus on the growth and development opportunities within the Print Services businesses.

    Ends

    Further information

    Investors and analysts

    Neil Lynch +61 3 8615 3600

    Media

    Melissa Horne +61 3 8615 3618 or +61 412 130 823