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Spanjaard Limited - Terms announcement regarding the sale of the "Cook and
Bake" and "Antonios" trademarks by Spanjaard
Spanjaard Limited
(Incorporated in the Republic of South Africa)
Registration number 1960/004393/06
Share Code: SPA ISIN: ZAE000006938
("Spanjaard" or "the company")
Terms announcement regarding the sale of the "Cook and Bake" and "Antonios"
trademarks by Spanjaard to Patleys (Pty) Ltd ("Patleys")
Introduction
PricewaterhouseCoopers Corporate Finance (Pty) Ltd is authorised to announce the
sale ("the sale") of the trademarks, "Cook and Bake" and "Antonios" (together
"the trademarks") and related marks by Spanjaard to Patleys for a cash
consideration of R 4 750 000 ("the sale proceeds"). Spanjaard received
the sale proceeds on 5 December 2003. The sale includes the sole and exclusive
right to manufacture, distribute, market, supply or sell the trademark product,
being a pan release agent used primarily in baking, as well as an olive oil
spray ("the product"), in any country, excluding only Canada and the United
States of America. A back-to-back manufacturing agreement has been concluded in
conjunction with the sale in terms of which Spanjaard will manufacture and
package the product on behalf of Patleys for an initial period of twenty years.
The sale is subject to shareholders approval in general meeting.
Rationale for the sale
The sale proceeds will be utilised by Spanjaard to significantly reduce debt
thus reducing finance costs.
Pro-forma financial effects
The table below sets out the pro-forma financial effects of the transaction.
Before (cents) (1) After (cents) (2) (3) % Change
Earnings per share 4.3 54.4 1 176.9
Headline earnings/(loss)
per share 5.4 (4.9) (190.4)
Net asset value
per share 164.6 218.5 32.8
Tangible net asset
value per share 133.7 209.6 56.7
Notes and assumptions:
1. Extracted from the published interim unaudited results of Spanjaard for the
six months ended 31 August 2003;
2. In relation to the pro forma earnings and headline earnings/(loss) per
ordinary share after the transaction, it is assumed that:
(a) the transaction was effective on 1 March 2003;
(b) revenue has been calculated in accordance with the back-to-back
manufacturing agreement concluded with Patleys;
(c) a profit on disposal of the trademarks of R3 450 000 will be realised,
being the difference between the disposal proceeds of R4 750 000 and the net
book value of the trademarks at 1 March 2003 amounting to R1 300 000; and
(d) interest expense will reduce assuming an average before tax interest rate
of 16.0% as the net disposal proceeds will be applied against the interest
bearing debt.
3. In relation to the pro forma net asset value and net tangible asset value
per ordinary share after the transaction, it is assumed that:
(a) the transaction was effective on 31 August 2003; and
(b) disposal proceeds of R4 750 000 is applied against the interest bearing
debt.
Irrevocable undertakings
An irrevocable undertaking has been received from Spanjaard Group Limited, which
represents 79,9% of the ordinary shares in issue, to vote in favour of the
resolution to be proposed at the general meeting.
Circular to shareholders
A circular to shareholders, setting out full details of the transaction and
convening a general meeting of shareholders to ratify the transaction, will be
sent to shareholders in due course.
9 December 2003
Sandton
Corporate Advisor and Sponsor
PricewaterhouseCoopers Corporate Finance (Pty) Ltd
Registration no. 1970/003711/07
Legal Advisor
Cliffe Dekker Inc.
Reporting Accountants
PricewaterhouseCoopers Inc
Date: 09/12/2003 05:15:13 PM
Produced by the JSE SENS Department
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