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ARGENT INDUSTRIAL LIMITED - ACQUISITION OF GIFLO ENGINEERING (BOP) (PTY) LIMITED
("GIFLO")
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 OF GIFLO ENGINEERING (BOP) (PTY) LIMITED ("GIFLO")
1. INTRODUCTION AND RATIONALE
Shareholders are advised that Argent has acquired the remaining 23% of Giflo
that it does not already hold, for a consideration of R11 776 023. Argent has a
policy of holding 100% interests in its subsidiaries, and the vendors of Giflo,
being Messrs A Benassi and D Altieri ("the vendors"), recently indicated to
Argent that they wished to dispose of their remaining interest in Giflo to
Argent. Giflo is Argent"s largest and most profitable subsidiary and Argent is
of the opinion that the acquisition is strategic to Argent.
2. NATURE OF BUSINESS OF GIFLO
Giflo operates locally and Internationally in the automotive accessory and
original equipment market.
3. DETAILS OF THE ACQUISITION
In consideration for the acquisition, Argent has issued the vendors a total of 3
634 575 ordinary shares of 5 cents each at an issue price of 324 cents per
share, with effect from 1 October 2003.
4. CONDITIONS PRECEDENT
There are no conditions precedent. The acquisition comprises 5,6% of Argent"s
market capitalisation and is therefore a Category 3 transaction in terms of the
new JSE Securities Exchange South Africa Listings Requirements. An announcement
providing the details of the transaction must be published.
5. FINANCIAL EFFECTS OF THE ACQUISITION
The pro forma financial effects of the acquisition on historical earnings,
headline earnings, net asset value and tangible net asset value per Argent share
set out in the table below illustrates how the acquisition may have impacted on
Argent. Because of their nature, the pro forma financial effects may not fully
reflect the effect of the acquisition on Argent"s future earnings.
Per share Per share Change %
before after
acquisition acquisition
(cents) (cents)
Historical earnings 83.0 79.1 (4.7)
Historical headline 83.6 79.7 (4.7)
earnings
Historical net 349.7 336.8 (3.7)
asset value
Historical tangible 306.3 296.0 (3.4)
net asset value
Notes:
1. The historical earnings, headline earnings, net asset value and net
tangible asset value per Argent share as set out in the before acquisition
column of the table as based on Argent audited results for the year ended 31
March 2003.
2. The historical earnings, headline earnings, net asset value and tangible
net asset value as set out in the after acquisition column of the table are
based on the assumption that the acquisition took effect on 1 April 2002.
6. EMPLOYEE SHARE INCENTIVE TRUST
Shareholders are advised that in terms of the Argent Employee Share Incentive
Trust ("the Trust"), the amended terms of which were approved by shareholders in
general meeting on 30 July 2003, Argent has issued 5 147 771 ordinary shares of
5 cents each at an issue price of 324 cents per share to the Trust, with effect
from 3 October 2003.
The JSE Securities Exchange has approved the application for additional shares
for the acquisition and the Trust.
Roodepoort
6 October 2003
Sponsor
LPC MANHATTAN SPONSORS
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