| Thu 3 Jul 2003, 15:06 | | Acquisition Of Minority Interest In Beige Factory |
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Beige -
Limited Trading As Get Fresh ("Get Fresh")
Beige Holdings Limited (Incorporated in the Republic of South Africa)
Registration number - 1991/006871/06
Share code: BEG ISIN: ZAE 000034161
("Beige")
ACQUISITION OF MINORITY INTEREST IN BEIGE FACTORY SHOPPE (PROPRIETARY) LIMITED
TRADING AS GET FRESH ("GET FRESH")
The directors are pleased to announce that in terms of the original agreement
approved by Beige shareholders on 28 August 2002, Beige has exercised its option
to acquire the remaining 49% of Get Fresh from Craig van Zeil, a director of
Beige, ("the vendor") with effect from 01 March 2003. Get Fresh manufactures
and distributes aromatherapy bath and body products to the export and local
markets, including soap scrolls and bars, body scrubs, body creams and
aromatherapy bath products.
The purchase price for the 49% shareholding has been determined by independent
valuation, on an after taxation earnings ratio of 4 time earnings, at R2 330
227, payable in cash of R205 227 with the balance payable through the issue of
21 250 000 shares at 10 cents per share. The vendor has warranted that pre-
taxation earnings, after a head office administration charge of R930 000 but
before holding company interest, will not be less than R930 117 and the purchase
price will be adjusted on a pro rata basis for any shortfall or surplus on these
earnings, with a minimum purchase price of R205 227 and a maximum purchase price
of R6 830 227. The 21 250 000 shares will be held in trust pending the
performance in terms of the profit warranty and will not be listed until such
time as the earnings have been certified by the company"s auditors by 30 April
2004.
The financial effect of the acquisition on the audited financial information of
Beige as at 28 February 2003, as though the acquisition had been in effect for
the entire period under review, is as follows:
Audited Pro forma Percentage
28 February 28 February change
2003 2003
Before After
Earnings per share (cents) 3,96 3,91 (1,28)%
Headline earnings per share 2,83 2,89 2,87%
(cents)
Net asset value per share 8,18 7,62 (6,85)%
(cents)
Tangible net asset value per 7,43 6,96 (6,32)%
share (cents)
Weighted average number of 198 037 219 287 10,73%
shares in issue (`000)
Shares in issue at year end 243 375 264 625 8,73%
(`000)
The rationale for the acquisition of the remaining interest is for the vendor to
focus on expanding international sales of products for Get Fresh and the other
Beige group companies as International Sales and Marketing Director and to allow
the manufacturing operations to be controlled locally, thereby ensuring focus of
the various companies on key competencies.
Johannesburg
01 July 2003
Sponsor
Arcay Group Limited
Date: 03/07/2003 02:58:39 PM Supplied by www.sharenet.co.za
Produced by the JSE SENS Department
