| Thu 24 Dec 2009, 12:00 | | SPG - Super Group - Update on the proposed sale by Super Group of Emerald |
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SPG
SPG
SPG - Super Group - Update on the proposed sale by Super Group of Emerald
Insurance Company Limited and further cautionary announcement
SUPER GROUP LIMITED
(Incorporated in the Republic of South Africa)
Registration number 1943/016107/06
Share code: SPG
ISIN: ZAE000011334
("Super Group")
UPDATE ON THE PROPOSED SALE BY SUPER GROUP OF EMERALD INSURANCE COMPANY LIMITED
AND FURTHER CAUTIONARY ANNOUNCEMENT
1. Introduction
Shareholders are referred to the announcement released on SENS on 10 July 2009
and the subsequent cautionary renewal announcements relating to the proposed
acquisition of the entire issued ordinary share capital of Emerald Insurance
Company Limited ("Emerald"), a wholly owned subsidiary of Super Group by Santam
Limited ("Santam") ("the Original Transaction").
Shareholders are advised that details of the agreement in respect of the
Original Transaction have been amended. In terms of the original agreement it
was proposed that Super Group dispose of 100% of its interest in Emerald,
including Emerald`s 38% interest in Emerald Risk Transfer (Pty) Ltd ("ERT") to
Santam which would have formed part of one indivisible transaction and was
embodied in one agreement. The revised agreement only encompasses the disposal
of Emerald`s 38% interest in ERT to Swanvest 120 (Pty) Limited, a wholly owned
subsidiary of Santam ("the purchaser") ("the Revised Transaction").
Negotiations regarding the proposed disposal of 100% of Super Group`s interest
in Emerald ("the Emerald transaction") are ongoing. Shareholders are advised
that if the Emerald transaction is concluded Santam is likely to assume
additional insurance related liabilities associated to the Emerald business in
Mauritius that was not initially contemplated in the Original Transaction. This
will result in a reduction in the net asset value of Emerald and the purchase
proceeds.
2. Particulars of the Revised Transaction
The Revised Transaction has been approved by the Competition Authorities and
becomes effective on 31 December 2009 ("the effective date").
The purchase price payable by the purchaser for the sale assets, being Emerald`s
38% interest in ERT and all claims or rights of whatsoever nature which Emerald
has against any member of the ERT Group as at 15 January 2010 (the closing date
of the Revised Transaction), will be R38 million less 38% of the amount, if any,
with which R57 500 000 exceeds the consolidated tangible net asset value of the
ERT Group at the effective date.
3. Conditions precedent
There are no conditions precedent to the Revised Transaction.
4. Financial effects
The financial effects of the Revised Transaction are not significant.
5. JSE categorisation
As stated in the announcement dated 10 July 2009, the Original Transaction was
categorised as a Category 1 transaction for Super Group in terms of the JSE
Listings Requirements ("Listings Requirements"). Due to the revised terms both
the Revised Transaction and the Emerald transaction, if this latter transaction
is concluded, fall outside the ambit of being categorised in terms of the
Listings Requirements and accordingly requires no shareholder approval.
Save as disclosed, to date, there has been no other significant changes
affecting any material matter contained in the earlier announcement and no other
significant new matter has arisen that would have been required to be mentioned
in that earlier announcement if it had arisen at the time of preparation of
such announcement.
6. Further cautionary announcement
Shareholders are advised that further announcements in respect of the disposals
by Super Group of the AutoZone, Hermans and the Mica Brand businesses will be
made once the respective pro forma financial effects of these disposals have
been determined.
As mentioned above negotiations are still in progress relating to proposed
disposal of 100% of Super Group`s interest in Emerald and further developments
in this regard will be communicated to shareholders.
Shareholders should therefore continue to exercise caution when dealing in Super
Group shares.
24 December 2009
Sandton
Financial advisor and Sponsor
Deutsche Securities (SA) (Proprietary) Limited
Corporate law advisors
Fluxmans Attorneys
Reporting accountants
KPMG
Date: 24/12/2009 12:00:02 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.
