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IPL
IPL
IPL - Imperial Holdings - Disposal of Imperial Multipart (Holdings) Limited
("Multipart") To Multipart`s management
Imperial Holdings Limited
Registration number: 1946/021048/06
Share code: IPL
ISIN: ZAE000067211
("Imperial" or "the company")
DISPOSAL OF IMPERIAL MULTIPART (HOLDINGS) LIMITED ("MULTIPART") TO MULTIPART`S
MANAGEMENT
The transaction forming the subject of this announcement is classified as a
small related party transaction in terms of paragraph 10 of the JSE Limited
("the JSE") Listings Requirements.
1. INTRODUCTION
Imperial shareholders are advised that Imperial Multipart (Holdings) Limited
("Multipart"), a UK based wholly owned subsidiary of Imperial, has been sold to
the Yelestre Holdings Limited, a company controlled by Multipart Management.
2. RATIONALE
Multipart was one of two UK businesses that previously formed part of the Royal
Automobile Club which were acquired by Imperial in April 2006 from Aviva plc.
It is engaged in the warehousing and supply of vehicle and equipment parts to a
number of customers in the United Kingdom.
The business has performed below expectations and its likely future
profitability does not meet the Imperial Group`s required rate of return. In
addition, the activities of Multipart fall outside of the chosen international
core areas of focus for Imperial following the recent restructuring of the
Imperial Group.
3. SALIENT TERMS OF THE TRANSACTION
3.1 Sale consideration
The total sale consideration to be received by Imperial in respect of the
transaction is approximately GBP19.9 million paid in cash as follows:
- 6 June 2008 GBP18.4 million
- 25 May 2009 GBP1.5 million
In addition, Imperial has received repayment in full of its loan account with
Multipart, amounting to GBP2.8 million.
The proceeds of the sale will be utilised to reduce short term debt.
The sale will result in a net loss on disposal of approximately GBP16 million.
3.2 Warranties
The agreement governing the transaction contains warranties that are normal for
a transaction of this nature.
3.3 Conditions precedent
There are no conditions precedent to the transaction. The effective date of the
transaction is 6 June 2008.
3.4 Any other significant terms of the agreement
There are no unusual or extraordinary terms in the agreement.
4. FINANCIAL EFFECTS
The pro forma financial effects of the transaction on Imperial`s earnings and
headline earnings per share for the six months ended 31 December 2007 and its
net asset value and tangible net asset value per share at that date are not
significant (being less than 3% in accordance with the definition contained in
the JSE Listings Requirements).
5. FAIRNESS OPINION
Deloitte & Touche Corporate Finance has acted as the independent expert to
Imperial and is of the opinion that the terms of the transaction are fair as far
as the shareholders of Imperial are concerned. This opinion has been lodged
with the JSE and will lie open for inspection at the company`s registered office
for a period of 28 days from the date of this announcement.
Sponsor to Imperial Attorneys to Independent expert to
Merrill Lynch South Imperial Imperial
Africa (Pty) Limited Browne Deloitte & Touche
Jacobson LLP Corporate Finance
Company Secretary
RA Venter
By order of the Board
BEDFORDVIEW
12 June 2008
Date: 12/06/2008 17:11:30 Produced by the JSE SENS Department.
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