| Wed 16 Nov 2011, 12:45 | | NPK - Nampak Limited - Acquisition by Nampak of the remaining 50% of the |
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NPK
NPK
NPK - Nampak Limited - Acquisition by Nampak of the remaining 50% of the
issued share capital of Nampak Wiegand Glass (Pty) Limited ("NWG") from
Wiegand-Glass (SA)(Pty)limited("WGSA")
Nampak Limited
(Incorporated in the Republic of South Africa)
Registration number: 1968/008070/06
Share code: NPK
ISIN: ZAE000071676
("Nampak" or "the Company")
ACQUISITION BY NAMPAK OF THE REMAINING 50% OF THE ISSUED SHARE CAPITAL OF
NAMPAK WIEGAND GLASS (PTY) LIMITED ("NWG") FROM WIEGAND-GLAS
(SA)(PTY)LIMITED("WGSA")
1. Introduction
1.1 Nampak shareholders are advised that Nampak, through its wholly
owned subsidiary, Nampak Products Limited ("the Purchaser"), has
entered into an agreement with WGSA ("the Seller"), in terms of
which the Purchaser will acquire from the Seller its entire
interest in NWG which equates to 50% of the NWG shares in issue
and all shareholder loans made by the Seller to NWG at the
effective date.
2. Background Information on the Seller
Bayerische Flaschen-Glashuttenwerke Wiegand & Sohne & Co.KG ("WG"), a
private German glass making business, has been the technical partner
to Nampak`s glass operations for the past ten years. On 1 October
2005, WG purchased a 50% interest in the Nampak glass operation via
its wholly owned subsidiary, WGSA.
3. Rationale for the Acquisition
Glass has been identified as one of Nampak`s core businesses where we
believe the Group has a strategic competitive advantage. As a result,
Nampak is looking to grow its glass operations in Africa, including
South Africa. This will be facilitated by Nampak owning the whole of
its glass business, but WG has agreed to continue as the technical
partner.
4. Purchase Consideration
4.1 The consideration payable by the Purchaser to the Seller is
approximately R938m for both the shares and loan accounts. Nampak
will fund the acquisition through available cash resources and
existing debt facilities.
5. Conditions Precedent
The Acquisition is subject to the following conditions precedent:
5.1 the approval by the South African Competition authorities;
5.2 approval of the Acquisition by the Purchaser`s board; and
5.3 approval of the Acquisition by the shareholders of WGSA.
Pro Forma Financial Effects
6. The pro forma financial effects of the Acquisition are presented for
illustrative purposes only and because of their nature may not give a
fair reflection of the Company`s financial position nor of the effect
on future earnings after the Acquisition.
Set out below are the unaudited pro forma financial effects of the
Acquisition, based on the unaudited interim results for the period
ended 31 March 2011. The directors of Nampak are responsible for the
preparation of the unaudited pro forma financial information:
Unaudited Unaudited Change (%)
before Pro Forma
acquisition after
(cents) acquisition
(cents)
Basic earnings 96.4 97.2 1.0
per share
Headline 93.5 94.3 1.0
earnings per
share
Net asset value 892.9 892.9 -
per share
Net tangible 851.3 773.0 (9.1)
asset value per
share
Notes:
1. The basic earnings per share and headline earnings per share
figures in the "Pro Forma after acquisition" column have been
calculated on the basis that the acquisition was effected on 1
October 2010. The net profit of NWG for the six months ended 31
March 2011 was R19.5 million.
2. The net asset value per share and net tangible asset value per
share figures in the "Pro forma after acquisition" column have
been calculated on the basis that the acquisition was effected on
31 March 2011. The net asset value of the assets at 31 March 2011
that are the subject of the transaction, was R59.0 million, net
of the shareholder`s loan.
3. The taxation rate applicable is assumed to be 28%.
4. The basic earnings per share and basic headline earnings per
share figures are calculated based on weighted average number of
shares in issue of
589 250 000 at 31 March 2011.
5. The net asset value per share and net tangible asset value per
share have been calculated based on 589 451 000 shares in issue
at 31 March 2011.
7. Effective Date of the Acquisition
In terms of the agreement, the effective date of the acquisition will
be the first day of the month following the approval from the
Competition Authorities.
8. Classification of the Transaction
The Acquisition is classified as a Category 2 transaction in terms of
the Listings Requirements of the JSE Limited.
16 November 2011
Sponsor: UBS (South Africa) (Pty) Limited
Date: 16/11/2011 12:45:04 Produced by the JSE SENS Department.
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