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SPG
SPG
SPG - Super Group Limited - Proposed disposal by Super Group of the business of
Hermans and cautionary announcement
Super Group Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1943/016107/06)
Share code: SPG
ISIN: ZAE000011334
("Super Group")
PROPOSED DISPOSAL BY SUPER GROUP OF THE BUSINESS OF HERMANS AND CAUTIONARY
ANNOUNCEMENT
1. INTRODUCTION
Shareholders are advised that agreement has been reached in terms of which
Super Group Trading (Pty) Limited ("SGT"), the Super Group subsidiary which
holds an effective 75.01% interest in a company known as Africa Truck
Accident Repairs (Proprietary) Limited trading as "Hermans" ("ATAR"), will
acquire the outstanding 24.99% effective interest in ATAR from Andre and
Steven Herman in consideration for the settlement of all claims Andre and
Steven Herman may have against ATAR and a nominal cash payment. SGT will
thereafter procure the disposal by ATAR of the business of Hermans,
subject to certain conditions precedent, together with all related assets
and the liabilities in respect of trade creditors, to Hermans Truck
Accident Repairs (Proprietary) Limited ("the Transaction").
2. RATIONALE FOR THE TRANSACTION
The board of directors of Super Group ("the Board") has resolved to
consider the Transaction mainly as a consequence of:
- the decision by the Board to implement a refocused strategy
and to dispose of certain non-core assets; and
- the announcement of a recapitalisation and debt restructure
for Super Group (as released on SENS on 18 March 2009).
3. PARTICULARS OF THE TRANSACTION
3.1 Nature of the business
Hermans is one of the four business units in the division known as Super
Group Industrial Products (which is currently in the process of
discontinuance) and is a specialist in heavy and extra heavy commercial
vehicle panel repair services operating out of Centurion, Pinetown, Jet
Park and Cape Town.
3.2 Terms of the Transaction
The effective date of the Transaction is the commencement of business on
the first business day upon which all of the conditions precedent have been
fulfilled ("the Effective Date").
The consideration to be received by Super Group amounts to R50 000 000 plus
interest at the prime overdraft rate calculated for the period 1 April 2009
to the date of payment. The purchase consideration is to be adjusted for
the profits accruing to the business between 1 April 2009 and the Effective
Date, taking account of any tax paid thereon.
3.3 JSE categorisation
In terms of the JSE Listings Requirements, the Transaction is categorised
as a Category 2 transaction
4. PRO FORMA FINANCIAL EFFECTS OF THE TRANSACTION
The pro forma financial effects of the Transaction cannot be determined at
this stage and a further announcement in this regard will be made once the
pro forma financial effects have been determined.
5. CAUTIONARY ANNOUNCEMENT
Shareholders are advised to continue exercising caution when dealing in
Super Group shares until such time as the financial effects of the
Transaction are published.
Sandton
31 July 2009
Financial advisor and Sponsor to Super Group
Deutsche Securities (SA) (Proprietary) Limited
Date: 31/07/2009 12:24:01 Produced by the JSE SENS Department.
The SENS service is an information dissemination service administered by the
JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or
implicitly, represent, warrant or in any way guarantee the truth, accuracy or
completeness of the information published on SENS. The JSE, their officers,
employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature,
howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
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