SGH LIMITED — Capital/Financing Update 2012

Sep 23, 2012

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Seven Group Holdings confirms sale of Engin

24 September 2012 -- Seven Group Holdings today confirmed the sale of Engin to Eftel Limited.

Eftel Limited has acquired the business of Engin, a leading Voice over Internet Protocol (VOiP) network, including customer contracts and intellectual property for a total consideration of $9.1 million.

(Attached is Eftel’s ASX statement on the acquisition of Engin)

About Seven Group Holdings

SGH comprises WesTrac Group, National Hire Group and significant shareholdings in major media companies in Australia – encompassing broadcast and subscription television, magazine and newspaper publishing, and online and new media technologies. WesTrac Group is the sole authorised Cat dealer in Western Australia, New South Wales/ACT and in North Eastern China territories and is one of Caterpillar's top five dealers globally (by sales value). SGH also owns National Hire Group (which itself has a 46 per cent shareholding in Coates Hire, Australia’s largest equipment hire business). In media, SGH has a 33.2 per cent shareholding and holds convertible preference shares in Seven West Media, Australia’s largest multiple platform media company, including Seven Network, West Australian Newspapers, Pacific Magazines and Yahoo!7. SGH also has a 24.5 per cent investment in Consolidated Media Holdings, which has a 25 per cent shareholding in Foxtel and a 50 per cent shareholding in Fox Sports Australia (previously Premier Media Group).

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Seven Group Holdings Limited | ABN 46 142 003 469 38-42 Pirrama Road | Pyrmont NSW 2009 Australia | Postal Address: PO Box 777 | Pyrmont NSW 2009 Australia Telephone +61 2 8777 7777 | Facsimile +61 2 8777 7192

**Eftel

Announces
Acquisition
of
Engin** 24
September
2012

Eftel
Limited
( ASX:
EFT )
today
announced
it
has
signed
an
agreement
to
purchase
the business
of
Engin,
including
the
customer
contracts
and
intellectual
property.

Engin
established
the
first
commercially
available
Voice
over
Internet
Protocol
(VoIP) network
in
Australia
in
2004
and
has
extensive
technical
skills
in
IP
voice
technologies.

Engin
had
revenues
in
excess
of
$20m
in
FY12,
predominately
through
the
sale
of
VoIP services
to
Consumer,
Business
and
Wholesale
customers
-­‐
with
over
85,000
VoIP
Services
in Operation.
In
addition
to
its
VoIP
services,
the
business
also
sells
ADSL
Broadband,
PSTN Telephony
and
Mobile
services.

The
full
year
annualised
underlying
EBITDA
contribution
of
the
business
to
Eftel
is
expected to
be
over
$2.5m,
after
expected
one-­‐off
restructuring
costs
of
approximately
$0.8m.
Eftel will
fund
the
acquisition
primarily
from
new
debt
of
$9m.

The
total
purchase
price
of
$9.1m
is
approximately
3.5
times
underlying
EBITDA,
post planned
synergies.

Eftel
CEO
Scott
Stavretis
said
today,
“Over
the
last
12
months
we
have
established
an operation
that
can
deliver
large
cost
advantages
from
acquired
businesses.

Due
to
that foundation
we
are
able
to
extract
significant
earnings
from
this
acquisition,
extracting additional
value
from
the
increase
in
revenue
that
Engin
brings
into
Eftel.
”

“Not
only
does
the
acquisition
of
Engin
provide
immediate
benefit
to
shareholders,
this transaction
is
also
strategically
very
important
to
Eftel.
As
the
National
Broadband
Network (NBN)
rolls
out
across
the
county,
VoIP
will
be
the
solution
used
to
deliver
traditional
fixed line
voice
calls.
The
VoIP
scale
and
experience
acquired
under
this
transaction
will
greatly assist
the
Eftel
business
as
the
industry
undergoes
this
technology
change.”

Commenting
on
the
balance
sheet
effectiveness
of
this
transaction,
Scott
Stavretis
said, “This
acquisition
is
value
accretive
for
Eftel
shareholders.
It
is
consistent
with
the
Board’s stated
objective
of
taking
a
cautious
and
measured
approach
to
borrowings
when
adding earnings
and
cash
flow
accretive
acquisitions,
as
Eftel
continues
to
build
its
portfolio
of synergistic
profit
generating
assets”.

Enquiries:

Scott
Stavretis Chief
Executive
Officer +61
3
9090
2511

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**About

Eftel
Ltd**

Eftel
Ltd
is
a
multiple
award
winning
Internet
and
telecommunications
provider
across
the retail,
wholesale,
corporate
and
government
sectors.

The
retail
division
is
a
Top
10
Internet
Service
Provider
offering
a
full
suite
of
consumer Internet
products.
Its
flagship
brand
-­‐
ClubTelco
-­‐
provides
a
premium
level
of
service
and extensive
member
benefits.

The
wholesale
division
services
a
large
proportion
of
Australia’s
service
providers,
enabling them
access
to
a
very
broad
gateway
of
services
via
Eftel’s
extensive
carrier
partner network.

The
corporate
division
offers
tailored
solutions
to
business
and
government
clients throughout
Australia.
It
is
a
preferred
supplier
to
the
Victorian
Government.

Eftel
Limited

ASX
Release

2