| Thu 14 Jun 2012, 15:00 | | RLF - Rolfes Holdings Limited - Acquisition by Rolfes of the remaining equity |
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RLF
RLF
RLF - Rolfes Holdings Limited - Acquisition by Rolfes of the remaining equity
in Amazon Colours (Proprietary) Limited
ROLFES HOLDINGS LIMITED
(formerly Rolfes Technology Holdings Limited)
(Incorporated in the Republic of South Africa)
(Registration Number: 2000/002715/06)
JSE Share Code: RLF
ISIN: ZAE0000159836
("Rolfes" or "the Company")
ACQUISITION BY ROLFES OF THE REMAINING EQUITY IN AMAZON COLOURS (PROPRIETARY)
LIMITED ("AMAZON")
1. Introduction
Shareholders are advised that Rolfes, through its subsidiary Rolfes
Colour Pigments International (Proprietary) Limited, has entered into an
agreement with Andrew James Reay ("the Seller"), in terms of which
Rolfes will acquire the 30% of the issued ordinary share capital in
Amazon which it does not already own, together with any claims which the
Seller has against Amazon ("the Remaining Equity in Amazon")("the
Transaction").
2. Nature of Amazon`s business and Transaction Rationale
Amazon is a well known manufacturer of water-based pigment dispersions
for the paint industry, specifically supplying the point of sale
dispersions market.
Rolfes acquired 70% of the issued ordinary share capital in Amazon with
effect from 1 November 2011. The original acquisition was motivated by
Rolfes` desire to inter alia gain a presence in the point of sale
dispersions market which it had as yet not entered and to provide Rolfes
with access to Amazon`s comprehensive intellectual property and well
respected name and brand in the market place.
Rolfes has been satisfied with the performance of Amazon since the
original acquisition and has therefore sought to increase its investment
in Amazon and obtain complete control thereby allowing Rolfes to further
pursue the abovementioned objectives which motivated the original
acquisition.
3. Salient features of the Transaction
The purchase consideration in respect of the Remaining Equity in Amazon
is an amount of R2,25 million payable in cash. Rolfes will fund this
from existing cash resources.
The effective date of the Transaction is 30 June 2012.
The Transaction is conditional upon the Seller lodging a written
resignation from his employment contract with Amazon and renouncing any
further claims of any nature that he may have.
4. Financial information in respect of the Transaction
The net assets that are the subject of the Transaction and the profits
attributable thereto are not significant. In addition, the pro forma
effects of the Transaction on Rolfes` net asset value per share, net
tangible asset value per share, earnings per share and headline earnings
per share are not significant.
5. Small related party transaction
In terms of s10.1 of the JSE Limited ("the JSE") Listings Requirements
("the Listings Requirements") the Seller is considered a related party
in relation to Rolfes by virtue of the fact that he is a director of an
indirect subsidiary of the Company. The Transaction is classified as a
small related party transaction in terms s10.7 of the Listings
Requirements.
Grindrod Bank Limited ("Grindrod Bank"), acting as an independent
professional expert to the Company, has provided the JSE with written
confirmation that the terms of the Transaction are fair to the
shareholders of Rolfes.
Grindrod Bank`s fairness opinion will lie open for inspection at the
registered office of the Company for a period of 28 days from the date
of this announcement.
Johannesburg
14 June 2012
Sponsor and Independent Professional Expert
Grindrod Bank Limited
Date: 14/06/2012 15:00:03 Produced by the JSE SENS Department.
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