| Fri 4 Sep 2009, 9:54 | | SPG - Super Group Limited - Disposal of the Mica business |
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SPG
SPG
SPG - Super Group Limited - Disposal of the Mica business
SUPER GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1943/016107/06)
Share code: SPG
ISIN code: ZAE000011334
("Super Group")
ANNOUNCEMENT REGARDING
- THE PROPOSED SALE BY SUPER GROUP TO BUILDER`S EXPRESS OF THE
RETAIL HARDWARE BUSINESSES CONDUCTED BY SUPER GROUP UNDER THE NAME
OF MICA NORWOOD, MICA UMHLANGA AND MICA SOUTH COAST; AND
- RENEWAL OF CAUTIONARY ANNOUNCEMENT
1. Introduction
In previous announcements Super Group advised shareholders of its
intention to dispose of the Mica business.
Shareholders are advised that Super Group and Servistar
(Proprietary) Limited trading as Builder`s Express and a wholly
owned subsidiary of Massmart Limited ("Builder`s Express") have
reached agreement in terms of which Builder`s Express will acquire
the three retail hardware businesses conducted by Power Plus
Performance (Proprietary) Limited ("PPP"), a wholly-owned
subsidiary of Super Group, trading under the name of Mica Norwood,
Mica Umhlanga and Mica South Coast ("the Transaction").
2. Overview of the Transaction
2.1 Nature of business
Super Group, through its subsidiary PPP, is involved in the
operation of a voluntary buying association under the Mica
brand name in respect of hardware products and supplies. Mica
also owns and operates various Mica retail corporate stores
including Mica Norwood, Mica Umhlanga and Mica South Coast.
2.2 Terms of the Transaction
PPP will sell the businesses of Mica Norwood, Mica Umhlanga
and Mica South Coast ("Businesses) as a going concern to
Builder`s Express as one indivisible transaction with effect
from 14 September 2009 ("the Effective Date").
Builder`s Express is not assuming any liabilities of PPP,
whether in relation to the Businesses or otherwise and all
such liabilities are being retained by PPP for its own
account.
In terms of the agreement, Super Group unconditionally and
irrevocably binds itself as surety for and co-principal
debtor in solidum with PPP in respect of any and all of PPP`s
obligations under the Transaction.
2.3 Purchase consideration
The purchase consideration is, subject to an inventory and
fixed asset verification and valuation adjustment calculated
in terms of the agreement, an amount equal to R27,000,000.00
(twenty seven million rand) and will be paid by Builder`s
Express to PPP on the Effective Date.
The proceeds from the sale will be utilised to settle the
existing obligations of PPP.
3. Rationale for the Transaction
The board of directors of Super Group has resolved to consider the
Transaction mainly as a consequence of the:
- decision by the board of directors of Super Group to
implement a refocused strategy leading to resultant disposals
of non-core assets; and
- announcement of a recapitalisation and debt restructure for
Super Group.
4. Conditions precedent
The Transaction is subject to, inter alia, the fulfilment or
waiver of the following conditions precedent by the Effective
Date:
- PPP and each of the landlords of the premises leased by PPP
in respect of the Businesses having cancelled the lease
agreements between them by agreement in writing (which
agreement will be conditional on the Transaction becoming
unconditional) and Builder`s Express and each such landlord
having entered into lease agreements in respect of each such
premises on terms agreed between them;
- approval by the Competition Commission; and
- the obtaining of the necessary approvals, including those
from the JSE Limited, to the extent required.
5. Pro forma financial effects, forecast information and specific
information relating to the Transaction
Once the majority of the conditions are met and the pro forma
financial effects of the Transaction can be determined, the
appropriate announcement will be made by Super Group.
6. Transaction categorisation
In terms of the JSE Listings Requirements, the Transaction is
categorised as a Category 2 transaction.
7. Further cautionary announcement
Further to the cautionary announcements dated 18 March 2009, 28May
2009, 10 July 2009 and 30 July 2009 shareholders are advised that
the proposed restructure and rights offer; discussions with regard
to an alternative recapitalisation and the negotiations with
regard to the disposal of the Autozone and Emerald businesses are
still in progress which, if successfully concluded, may have a
material effect on the price of Super Group`s securities.
Accordingly, shareholders are advised to continue exercising
caution when dealing in Super Group`s securities until a full
announcement is made.
Shareholders are also advised to continue exercising caution until
the detailed financial effects of the Transaction are published.
4 September 2009
Sandton
Financial advisor and Sponsor to Super Group
Deutsche Securities (SA) (Proprietary) Limited
Date: 04/09/2009 09:54:01 Produced by the JSE SENS Department.
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