| Wed 21 Aug 2002, 0:00 | | Acquisition By Argent Of The Entire Issued Share C |
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ACQUISITION BY ARGENT OF THE ENTIRE ISSUED SHARE CAPITAL OF JETMASTER
ARGENT INDUSTRIAL LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1993/002054/06)
Share code: ART ISIN: ZAE000019188)
("Argent" or "the Company")
Acquisition by Argent of the entire issued share capital of Jetmaster
(Proprietary) Limited ("Jetmaster")
1. INTRODUCTION
Further to the announcement published on 29 July 2002, the directors
of Argent are pleased to announce that Argent has, subject to the
conditions precedent detailed below, concluded an agreement to acquire
the entire issued share capital of Jetmaster.
2. NATURE OF BUSINESS
Jetmaster is the leading manufacturer of fireplaces in South Africa,
and has been in operation for over 50 years. Jetmaster manufactures,
imports and markets the following lifestyle products:
- Jetmaster built-in convector fireplaces and accessories;
- Jetmaster free-standing fireplaces and accessories;
- Jetmaster built-in barbecues and accessories; and
- Jotul slow-combustion stoves.
3. RATIONALE FOR THE ACQUISITION
- Argent sources and distributes steel throughout South Africa, which
is the chief raw material utilised by Jetmaster. The synergistic spin-
offs will provide both entities with benefits in the long term.
- The acquisition will provide Jetmaster with local strong ownership
that has a good track record growing its core businesses.
4. TERMS OF THE ACQUISITION
The effective date of the acquisition is 16 August 2002, and the
purchase consideration is the aggregate of:
- R9247 500 cash; and
- the allotment of 7853403 renounceable Argent shares at 191cents per
share (R15 million) to the vendors of Jetmaster.
5. FINANCIAL EFFECTS OF THE TRANSACTION
The table below sets out the pro forma financial effects of the
acquisition on an Argent shareholder, for illustrative purposes, based
on Argent`s audited financial statements for the year ended
31 March 2002 and Jetmaster`s audited financial statements for the
year ended 30 September 2001.
Before After Percentage
acquisition acquisition change
EPS (cents) 55,1 53,5 (2,9)
HEPS (cents) 55,8 54,1 (3,0)
NAV per share (cents) 303,2 286,3 (5,6)
NTAV per share (cents) 303,2 274,2 (9,5)
Number of shares
in issue - weighted 44 082 52 262
Number of shares
in issue - closing 44 409 52 262
1. The information in the "Before" column has been extracted from the
audited financial information of Argent as at 31 March 2002.
2. The effect on earnings per share ("EPS") and headline earnings per
share ("HEPS") has been calculated on the assumption that the
acquisition was effective on 1 April 2001.
3. The effect on net asset value ("NAV") and net tangible asset value
("ntav") per share has been calculated on the assumption that the
acquisition was effective on 31 March 2002.
4. NTAV per share after the acquisition is based on the gross purchase
consideration for Jetmaster of R24 247 500 and its net tangible asset
value at 30 September 2001 of R17 906 468.
6. SUSPENSIVE CONDITIONS
The acquisition is subject to the fulfilment of the necessary
regulatory approval being received from the JSE, and such approvals as
may be necessary from the Competition Commission.
7. DOCUMENTATION
A circular, containing full details of the acquisition, is being
prepared and will be posted to Argent shareholders within 28 days of
the publication of this announcement.
Germiston
22 August 2002
Sponsor
Advisor to Jetmaster
Stockbroker
Auditors
and reporting accountants
Date: 21/08/2002 05:53:38 PM Produced by the JSE SENS Department
