Acquisition of subsidiaries

Shares in the following subsidiaries were acquired during the year ended 31 May 2009:

    Effective date of acquisition   % acquired  
  Celebia Holdings Limited** 1 July 2008   100%  
  Blue Label Mexico S.A. de C.V.** 18 July 2008   70%  
  Answers Direct (Proprietary) Limited 1 August 2008   80%  
  Blue Label Data Solutions (Proprietary) Limited** 1 August 2008   81%  
  Blue Label Australasia (Proprietary) Limited 19 August 2008   50.5%  
  Africa Prepaid Services Nigeria Limited** 1 December 2008   51%  
  Blue Label Telecoms USA Inc** 2 December 2008   100%  
  Blue Label USA, LLC** 2 December 2008   50.01%  
**Start up operations.

Details of the total net assets acquired and the resulting goodwill and reserves at acquisition are as follows:

    Total  
    R’000  
  Total purchase consideration 29 646  
  Fair value of net assets acquired 21 966  
    7 680  
  Goodwill 1 689  
  Transaction with minority reserve 5 991  

The assets and liabilities acquired through the acquisitions are as follows:

    Acquirer’s carrying  
    amount and  
    fair value  
    at acquisition  
    date  
    R’000  
  Cash and cash equivalents 31 663  
  Property, plant and equipment 161  
  Intangible assets 21 820  
  Goodwill 800  
  Inventories 54  
  Receivables 1 748  
  Borrowings (23 167)  
  Payables (1 302)  
  Fair value of subsidiaries acquired 31 777  
  Minority interests (9 811)  
  Fair value of net assets acquired 21 966  
  Cash and cash equivalents in subsidiaries acquired 31 663  
  Total purchase consideration (29 646)  
  Subsequent capital contribution (49 630)  
  Less purchase consideration still due 415  
  Cash outflow on acquisition (47 198)  
Had these acquisitions of subsidiaries been made at the beginning of the financial year they would have contributed R7.037 million to revenue and (R5.036) million loss to net profit after tax. The actual contribution to revenue and net profit after tax for the year was R7.037 million and (R3.177) million loss. (This excludes the effect of start up operations).