| Tue 11 Jun 2002, 0:00 | | Winhold Limited - Proposed Acquisition Of The Busi |
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WINHOLD LIMITED - PROPOSED ACQUISITION OF THE BUSINESSES CONDUCTED BY
SECOTRADE AND IL TECH
WINHOLD LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1945/019679/06)
Share code: WNH ISIN: ZAE000033916
Share code: WNHP ISIN: ZAE000008041
("Winhold" or "the company")
ACQUISITION OF THE BUSINESSES CONDUCTED BY SECOTRADE 74
(PROPRIETARY) LIMITED ("Secotrade") AND
INSTRUCTIONAL LANGUAGE TECHNOLOGIES (PROPRIETARY) LIMITED ("IL Tech")
1. Introduction
Lanark Financial Services (Proprietary) Limited is authorised to announce
that the company has entered into agreements in terms of which it has
acquired , in an indivisible transaction and as going concerns from 1
October 2001, the businesses conducted by Secotrade and IL Tech ("the
acquisitions"). Winhold, through its wholly-owned subsidiary, Gundle
Limited, presently owns 51% of the issued share capital of Secotrade and IL
Tech.
Secotrade and IL Tech carry on business under the trade names of
Polystretch and Amplas Packaging, respectively. Both of these businesses
operate in the Johannesburg area.
Secotrade manufactures pallet wrap film for the industrial markets,
whilst IL Tech is a distributor of an extensive range of flexible plastic
packaging material and equipment for the consumer and industrial packaging
markets.
The consideration for the acquisitions is R6 950 000, to be settled by
the issue to Secotrade and IL Tech of 8 857 143 ordinary shares in the
company at an issue price of 35 cents per share and R3 850 000 in cash.
2.Rationale for the acquisitions
The main reasons for the acquisitions were:
- to enhance the sales and marketing expertise and capacity of the group;
- to incorporate the full profit contribution of these businesses, sourced
mainly from own factory production, into the group.
3. Financial effects of the acquisitions
The table below illustrates the pro forma effects of the acquisitions on
the earnings and net asset value per share of Winhold as if they had been
effective for the six months ended 31 March 2002. Due to their nature, the
pro forma financial effects may not give a fair reflection of the company
after the acquisitions.
Pro forma Pro forma
before the after the Percentage
acquisitions acquisitions change:
(Note 1) (Note 2) increase/
Description Note 31 Mar 2002 31 Mar 2002 (decrease)
Earnings per share (cents) 1,9 2,4 26,3
Headline earnings
per share (cents) 2,1 2,6 23,8
Number of ordinary shares
in issue (`000) 3 85 340 94 197
Tangible net asset value
per share (cents) 81,5 74,2 (9,0)
Net asset value
per share (cents) 70,9 68,2 (3,8)
Number of ordinary shares
in issue (`000) 3 85 340 94 197
Note 1
The pro forma "before the acquisitions" figures reflect the unaudited
figures of the company for the six months ended 31 March 2002.
Note 2
The pro forma "after the acquisitions" figures combine the pro forma
before the acquisition figures with the unaudited figures of the businesses
of Polystretch and Amplas for the six months ended 31 March 2002 as if the
acquisitions had been effective at 1 October 2001. The unaudited profit
after taxation of Polystretch and Amplas amounted to R1 386 388.
Note 3
The earnings and net asset value per share figures are based on the
assumption that the full number of shares was in issue for the full period
of six months, as opposed to using the weighted average number of shares in
issue.
By order of the board
D J de Villiers
Secretary
Germiston
12 June 2002
Corporate adviser
LFS
Lanark Financial Services (Proprietary) Limited
(Registration number 1999/021799/07)
Sponsor
LPC Manhattan Sponsors (Pty) Ltd
(Registration number 1999/024792/07)
Date: 11/06/2002 05:29:00 PM Produced by the SENS Department
