| Mon 19 Dec 2011, 15:41 | | IPL - Imperial Holdings Limited - Small Related Party transaction announcement |
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IPL
IPL
IPL - Imperial Holdings Limited - Small Related Party transaction announcement
relating to the acquisition by Imperial of various companies from Ukhamba
Holdings Limited
Imperial Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1946/021048/06)
ISIN: ZAE000067211
Share code: IPL
("Imperial" or the "Company")
SMALL RELATED PARTY TRANSACTION ANNOUNCEMENT RELATING TO THE ACQUISITION BY
IMPERIAL OF VARIOUS COMPANIES FROM UKHAMBA HOLDINGS LIMITED
Background
Shareholders of Imperial are advised that the Company, and through certain of
its subsidiaries, has entered into a series of agreements with Ukhamba Holdings
(Pty) Limited ("Ukhamba") regarding the acquisition of some of Ukhamba`s
unlisted investments (the "Transaction").
The companies which are the subject of the Transaction and the interests being
acquired are as follows:
* 40% of Tanker Fuel & Gas Division (Pty) Limited, resulting in a 100%
ownership by Imperial
* 26% of Trans-Send Container Logistics (Pty) Limited, resulting in a 100%
ownership by Imperial
* 30% of Cedar Employee Benefits and Consultants (Pty) Limited, resulting in
a 100% ownership by Imperial
* 20% of Accordian Investments (Pty) Limited, resulting in a 60% ownership by
Imperial
* 20% of RP Transport Logistix (Pty) Limited, resulting in a 80% ownership by
Imperial
* 49% of Pandae Storage Systems (SA) (Pty) Limited ("Pandae")
50% of Cerberus Property Holdings (Pty) Limited ( a property from which
Pandae operates)
* 49.95% of Probe Corporation (Pty) Limited ("Probe")
collectively, the "Companies".
The maximum purchase consideration for the Probe acquisition, which was the last
of the aforementioned agreements concluded by Imperial, is R50m and its
effective date is 1 March 2012 (the "Probe acquisition").
In a further unrelated transaction, Imperial acquired a further 1.05% of Probe,
bringing its total shareholding in Probe to 51%.
The Companies provide various services and products in the vehicle support,
storage & logistics, and employee benefits administration markets.
Information on Ukhamba
Ukhamba is an investment holding company, with investments in a wide range of
businesses. Ukhamba was formed by Imperial in 1998 as a venture between Imperial
and the Ukhamba Trust to provide financial support for specific educational and
disability needs of a number of historically disadvantaged communities. In 2003,
Imperial issued deferred ordinary shares to Ukhamba to allow approximately 15
000 previously disadvantaged individuals who were employed by the group at the
time to share in the wealth creation of Ukhamba. Imperial currently holds a
46.9% stake in Ukhamba.
Ukhamba was formed to create a culture of saving, to generate wealth and to
facilitate the transfer of skills for Imperial`s previously disadvantaged
employees. Imperial provided the seed capital of R15 million for the creation of
Ukhamba. Ukhamba currently owns an effective 10.5% of the voting rights in
Imperial, therefore is classified as a material shareholder in the Company in
terms of the JSE Limited ("JSE") Listings Requirements.
Rationale for the Transaction
Ukhamba decided to dispose of certain of its investments to realise cash and
thereby facilitate a payout to its shareholders.
Prior to the Transaction, Imperial was already a material shareholder in most of
the Companies (as detailed above). It was therefore logical for Imperial to
either acquire 100% or increase its shareholding in these Companies.
The Probe and Pandae investments, where Imperial had no prior shareholding, are
in line with its strategic intent and provide a good fit to its existing
operations.
Purchase consideration
The total purchase consideration for the Transaction is R126.1m. Imperial will
utilise its internal resources to settle the purchase consideration in cash.
Pro-forma financial information
The pro forma financial effects of the Transaction on Imperial`s earnings per
share, headline earnings per share, net asset value per share and tangible net
asset value per share, based on Imperial`s latest published audited financial
results for the twelve-month period ended 30 June 2011, are insignificant as
defined in paragraph 9.15 of the JSE Listings Requirements.
Conditions Precedent
The agreement with respect to the Probe acquisition is subject to approval by
the Competition Authorities. All agreements are subject to suspensive conditions
normal to transactions of this nature.
Small related party transaction
Imperial is transacting with a material shareholder and in aggregate, the
Transaction is classified a small related party transaction in terms of
paragraph 10.7 of the JSE Listings Requirements. Accordingly, the Transaction
requires confirmation from an independent professional expert that the terms and
conditions of the acquisition are fair as far as the shareholders of Imperial
are concerned. PricewaterhouseCoopers Corporate Finance (Pty) Limited ("PwC")
has been appointed by Imperial, as an independent expert, to review the terms
and conditions of the Transaction.
PwC has reviewed the terms and conditions of the Transaction and is of the
opinion that these terms and conditions are fair to Imperial shareholders. PwC
has expressed this opinion in writing and such opinion has been provided to the
JSE. This fairness opinion is available for inspection at the Company`s
registered office for a period of 28 days from the date of this announcement.
Amendment of the Memorandum of Incorporation
The Memorandum of Incorporation will be amended to conform to Schedule 10 with
respect to those companies which, as a result of the Transaction, will become
subsidiaries of Imperial as defined by the Companies Act, Act 71 of 2008.
Bedfordview
19 December 2011
Sponsor:
Merrill Lynch SA (Pty) Limited
Independent Expert:
PricewaterhouseCoopers Corporate Finance (Pty) Ltd
Legal advisor
Tugendhaft Wapnick Banchetti & Partners
Date: 19/12/2011 15:41:23 Produced by the JSE SENS Department.
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