| Thu 30 Jan 2003, 10:51 | | Argent Industrial Limited - Acquisition by Argent |
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Argent Industrial Limited - Acquisition by Argent and Withdrawal of Cautionary
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 Excalibur Vehicle Accessories (Proprietary) Limited ("Excalibur") ("the
Acquisition")
1. INTRODUCTION
Further to the cautionary announcement published on 14 January 2003, the
directors of Argent are pleased to announce that Argent has concluded an
agreement to acquire the entire issued share capital of Excalibur.
2. NATURE OF BUSINESS
Excalibur is the leading manufacturer of running boards/side steps for
motor vehicles in South Africa. Excalibur`s product range includes running
boards/side steps, roof racks, rear bumpers and hydraulic hose assemblies.
Excalibur`s products dominate the local market and are protected by
registered designs and patents.
3. RATIONALE FOR THE ACQUISITION
Argent has a large understanding of the vehicle accessories business and
has made huge inroads into the US market through its subsidiary, Giflo
Engineering (BOP) (Pty) Limited, and will focus Excalibur`s complementary
product ranges into this lucrative export market. Early indications are
that the Excalibur products will be very well received in the US.
4. TERMS OF THE ACQUISITION
The effective date of the acquisition is 30 January 2003. The aggregate
purchase consideration is R22 million (including property of R3,5 million)
which will be satisfied as follows:
* the allotment of 1 000 000 Argent shares issued at 330 cents per share to
the vendor of Excalibur, being "The Excalibur Investment Trust" ("the
vendor"); and
* the allotment of 3 920 000 renounceable Argent shares at 300 cents per
share (R11,76m) to the vendor; and
* short term loan finance of approximately R6,94 million bearing interest
at prime less 2% over 12 months.
Application has accordingly been made to the JSE Securities Exchange SA to
issue an additional 4 920 000 Argent shares of 5 cents each.
5. FINANCIAL EFFECTS OF THE TRANSACTION
The table below sets out the pro forma financial effects of the acquisition
on an Argent share, for illustrative purposes, based on Argent`s interim
financial statements for the 6 months ended 30 September 2002, and
Excalibur`s interim financial statements for the 6 months ended 31 August
2002:
Before After Percentage
acquisition acquisition change
EPS (cents) 48,0 52,1 8,5
HEPS (cents) 48,8 52,9 8,4
NAV per share (cents) 315,8 314,7 (0,3)
NTAV per share (cents) 292,9 278,7 (4,8)
1.) The information in the "before" column has been extracted from the interim
financial information of Argent as at 30 September 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 for 6 months with effect from 1 April 2002.
3.) The effect on net asset value per share ("NAV") has been calculated on the
assumption that the acquisition was effective on 30 September 2002.
4.) Net tangible asset value per share ("NTAV") after the acquisition is based
on the gross purchase consideration for Excalibur of R22 million and its
net tangible asset value at 31 August 2002 of [R13,7 m].
6. WITHDRAWAL OF CAUTIONARY
Shareholders are referred to the cautionary announcement dated
14 January 2003 and are advised that as a result of this announcement the
cautionary is now withdrawn.
7. DOCUMENTATION
The acquisition (including the property) constitutes approximately 13% of
Argent`s current market capitalization and is categorised as a Category 3
transaction by the JSE Securities Exchange South Africa and thus this
announcement appears for information purposes only. The transaction is at
arms length and does not require shareholder approval or a circular to be
sent to shareholders.
Germiston
30 January 2003
Sponsor and Corporate Advisor
LPC Manhattan
LPC Manhattan Sponsors (Pty) Ltd
(Registration number 1999/024792/07)
Attorneys to
Vendor
WWB
Webber Wentzel Bowens
Corporate Advisor to Vendor
Date: 30/01/2003 09:22:14 AM Produced by the JSE SENS Department
