EXHIBIT 10.24
ADDENDUM TO ACQUISITION
AGREEMENT
1. PARTIES
1.1 ASTRATA SOUTH AFRICA (PTY) LTD
(FORMERLY OPTRON (PTY) LTD)
Registration Number: 1986/004887/07
duly represented by ▇▇▇▇▇ ▇▇▇▇▇▇ in his capacity as Director,
he being duly authorised hereto (hereinafter referred to as
the "PURCHASER")
1.2 NANINI 209 CC TRADING AS SURETRACK
Registration Number: CK2001/006364/23
duly represented by ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ in his capacity as
the sole member of the corporation, he being duly authorised
hereto (hereinafter referred to as the "SELLER")
1.3 ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Identity Number: ▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇
(hereinafter referred to as the "▇▇▇▇▇▇▇▇")
2. DEFINITIONS
In this addendum unless inconsistent with the context, the following
terms and expressions shall have the meanings assigned to them
hereunder namely:-
2.1 "THE ACQUISITION
AGREEMENT" the acquisition agreement concluded between
the PARTIES to this addendum on or about 7
June 2004;
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2.2 any words or phrases defined in the ACQUISITION AGREEMENT and
used in this addendum shall have the meanings assigned to such
words and phrases in the ACQUISITION AGREEMENT.
3. INTRODUCTION
3.1 The ACQUISITION AGREEMENT was concluded and certain time
periods provided therein were subsequently extended.
3.2 The PARTIES commenced giving effect to the transaction
envisaged and provided for in the ACQUISITION AGREEMENT and
now wish to :-
3.2.1 effect certain amendments to the ACQUISITION
AGREEMENT;
3.2.2 effect certain recordals pertaining to the
ACQUISITION AGREEMENT and related matters;
3.2.3 bring the ACQUISITION AGREEMENT and the transactions
contemplated therein to conclusion and finality.
NOW THEREFORE IT IS AGREED AS FOLLOWS :
4. AMENDMENT OF CLAUSES 1.1 AND 2.14
Clauses 1.1 and 2.14 of the ACQUISITION AGREEMENT (and the ACQUISITION
AGREEMENT as a whole) are hereby amended by the deletion of the word
and phrase "Optron (Pty) Ltd" and the substitution therefore of the
word and phrase "Astrata South Africa (Pty) Ltd" wherever it appears.
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5. AMENDMENT OF CLAUSE 2
5.1 Clause 2.4 of the ACQUISITION AGREEMENT is hereby amended by
the deletion thereof and the substitution therefore of the
following :-
"2.4 "CLOSING DATE" 24 JANUARY 2005."
5.2 Clause 2.13 of the ACQUISITION AGREEMENT is hereby amended by
the deletion thereof and the substitution therefore of the
following :-
"2.13 "PUBLICO" ASTRATA GROUP INC. (FORMERLY CETALON
CORPORATION INCORPORATED) WHOSE SECURITIES
CAN BE QUOTED ON AN INTERNATIONALLY
RECOGNIZED STOCK EXCHANGE OR QUOTATION
MEDIUM AND WHICH WILL ACCORDINGLY BE
PUBLICLY TRADEABLE."
6. AMENDMENT OF CLAUSE 4
Clause 4 of the ACQUISITION AGREEMENT is hereby amended by the deletion
of clause 4.1.4 thereof which, for purposes of clarity is recorded as
having read as follows :-
"4.1.4 ALL NECESSARY AND REQUIRED APPROVALS BEING OBTAINED
FROM THE REGULATORY AUTHORITIES INCLUDING BUT NOT
LIMITED TO THE EXCHANGE CONTROL DEPARTMENT OF THE
SOUTH AFRICAN RESERVE BANK."
7. AMENDMENT OF CLAUSE 8
Clause 8 of the ACQUISITION AGREEMENT is hereby amended as follows :-
7.1 by the deletion of clause 8.2.2 which for purposes of clarity
is recorded as having read as follows :-
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"8.2.2 THE BALANCE IN THE SUM OF R3.9 MILLION (THREE MILLION
NINE HUNDRED THOUSAND RAND) BY WAY OF THE PURCHASER
PROCURING THE ISSUING IN FAVOUR OF THE SELLER OF SO
MANY SHARES (COMMON STOCK) IN THE ISSUED SHARE
CAPITAL OF PUBLICO AT AN ISSUE PRICE OF 3 USD PER
SHARE AS ARE EQUIVALENT IN VALUE TO THE SUM OF R3.9
MILLION (THREE MILLION NINE HUNDRED THOUSAND RAND)
BASED ON THE RAND/DOLLAR EXCHANGE RATE PREVAILING AT
THE EFFECTIVE DATE."
and the substitution therefore of the following clause :-
"8.2.2 THE BALANCE IN THE SUM OF R3.9 MILLION (THREE MILLION
NINE HUNDRED THOUSAND RAND) BY WAY OF THE PURCHASER
PROCURING THE ISSUING IN FAVOUR OF THE SELLER OF SO
MANY SHARES (COMMON STOCK) IN THE ISSUED SHARE
CAPITAL OF PUBLICO AT AN ISSUE PRICE OF 4 USD PER
SHARE AS ARE EQUIVALENT IN VALUE TO THE SUM OF R3.9
MILLION (THREE MILLION NINE HUNDRED THOUSAND RAND)
BASED ON THE RAND/DOLLAR EXCHANGE RATE PREVAILING AT
THE EFFECTIVE DATE."
7.2 By the deletion of clause 8.3 which for purposes of clarity is
recorded as having read as follows :-
"8.3 IN THE EVENT THAT THE ISSUING OF SHARES AS ENVISAGED
AND PROVIDED FOR IN CLAUSE 8.2.2 CANNOT AND DOES NOT
OCCUR BY NOT LATER THAN 31 DECEMBER 2004, THE AMOUNT
OF R3.9 MILLION (THREE MILLION NINE HUNDRED THOUSAND
RAND) REFERRED TO IN CLAUSE 8.2.2 ABOVE SHALL BE
DISCHARGED BY THE PURCHASER EFFECTING PAYMENT TO THE
SELLER OF THE SAID SUM OF R3.9 MILLION (THREE MILLION
NINE HUNDRED THOUSAND RAND) BY NOT LATER THAN 31
JANUARY 2005."
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and the substitution therefore of the following new clause 8.3
:-
"8.3 IN THE EVENT THAT :-
8.3.1 ALL NECESSARY AND REQUIRED APPROVALS NOT
BEING CAPABLE OF BEING TIMEOUSLY OBTAINED
FROM THE REGULATORY AUTHORITIES AND IN
PARTICULAR FROM THE EXCHANGE CONTROL
DEPARTMENT OF THE SOUTH AFRICAN RESERVE
BANK; AND/OR
8.3.2 THE SELLER CANNOT OR IS PRECLUDED FROM
PROCURING THE ISSUING OF SHARES AS ENVISAGED
AND PROVIDED FOR IN CLAUSE 8.2.2 FOR ANY
REASON OTHER THAN THE REFUSAL OF APPROVAL BY
THE EXCHANGE CONTROL DEPARTMENT OF THE SOUTH
AFRICAN RESERVE BANK;
THEN AND IN THAT EVENT THE AMOUNT OF R3.9 MILLION
(THREE MILLION NINE HUNDRED THOUSAND RAND) REFERRED
TO IN CLAUSE 8.2.2 ABOVE SHALL BE DISCHARGED BY THE
PURCHASER EFFECTING PAYMENT TO THE SELLER OF THE SAID
SUM OF R3.9 MILLION (THREE MILLION NINE HUNDRED
THOUSAND RAND) IN CASH BY NOT LATER THAN 28 FEBRUARY
2005."
7.3 By adding the following to the existing clause 8.4 :-
"IN THE EVENT THAT PAYMENT OF THE AMOUNT REFERRED TO
IN CLAUSE 8.2.2 IS MADE IN CASH AND NOT BY WAY OF THE
ISSUING OF SHARES, THEN THIS CLAUSE 8.4 SHALL
AUTOMATICALLY BE CONSIDERED PRO NON SCRIPTO AND SHALL
HAVE NO FORCE AND EFFECT."
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8. RECORDALS
The PARTIES agree and record that :-
8.1 the suspensive conditions referred to in clauses 4.1.1, 4.1.2,
4.1.3, 4.1.5 and 4.1.6 have been fulfilled timeously;
8.2 the PURCHASER irrevocably waives the following warranties
given by the SELLER and ▇▇▇▇▇▇▇▇ in respect of the business as
recorded in Annexure "F" to the ACQUISITION AGREEMENT, namely
3.2, 3.3, 3.4 and 3.5.
8.3 For purposes of certainty and clarity a list of assets and
liabilities taken over and assumed by the PURCHASER
(reflecting fixed assets less liability on capitalized leases;
debtors; creditors; liability for salaries) is annexed hereto
marked Annexure "X".
8.4 The PURCHASER does not assume any of the SELLER'S obligations
pursuant to the agreement(s) and arrangement(s) by and between
the SELLER, Startrack and Barloworld. The PURCHASER shall
renegotiate the maintenance and agreements as aforesaid with
Startrack and Barloworld respectively and the SELLER and
▇▇▇▇▇▇▇▇ shall provide all necessary assistance and
co-operation to the PURCHASER in that regard.
9. GENERAL
Save to the extent expressly set out in this addendum or necessarily
implied by the terms hereof, all the other terms and conditions of the
ACQUISITION AGREEMENT shall remain unaltered and of full force and
effect.
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SIGNED at SANDTON this the 5TH day of JANUARY 2005 in the presence of the
undersigned witnesses:
AS WITNESSES:
1.
▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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for and on behalf of THE PURCHASER
2.
SIGNED at SANDTON this the 5TH day of JANUARY 2005 in the presence of the
undersigned witnesses:
AS WITNESSES:
1.
▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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for and on behalf of THE SELLER
2.
SIGNED at SANDTON this the 5TH day of JANUARY 2005 in the presence of the
undersigned witnesses:
AS WITNESSES:
1.
▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
2.