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All Joy - Update Regarding Proposed Acquisition Of Retailer Brands (Pty) Limited
By All Joy
All Joy Foods Limited
(Incorporated in the Republic of South Africa)
(Registration number 1989/000100/06)
JSE Share code: ALJ & ISIN: ZAE000017240
(`All Joy` or `the Company`)
UPDATE REGARDING PROPOSED ACQUISITION OF RETAILER BRANDS (PTY) LIMITED BY ALL
JOY
Warning: Investors are warned that investing in companies listed on ALTx is
speculative in nature and the JSE does not guarantee the viability or success of
the Company. In accordance with ALTx`s Listing Requirements, All Joy is
required to appoint a Designated Advisor whose responsibility it will be to
guide and assist the Company in complying with and discharging its
responsibilities under the Listing Requirements. If All Joy fails to retain a
Designated Advisor, it faces possible suspension and the subsequent termination
of its listing without the prospect of an appropriate offer being made to
shareholders.
1. INTRODUCTION
Further to the cautionary announcement dated 11 February 2005 and 29 March
2005 and the announcement on 31 May 2005. The purpose of this announcement
is to update the shareholders regarding certain conditions precedent and
the progress on the proposed transaction.
As announced on the 31 May 2005 All Joy entered into an agreement with the
shareholders of Retailer Brands (Pty) Ltd (`Retailer Brands`) to acquire
100% of the shares and claims from the shareholders of Retailer Brands
(`the transaction`) and entered into an agreement to acquire from Jenshan
Property (Pty) Limited the property which Retailer Brands occupies (`the
property acquisition`).
The purchase consideration in terms of the transaction is R 54 million and
will be settled as follows:
- R 20,5 million in cash; and
- the balance by the issuing of 33 168 317 new shares in All Joy at
an issue price of 101 cents per ordinary All Joy share.
The purchase consideration was based on Retailer Brands achieving an after
tax profit of R 9 000 000 for the period ending 30 June 2005 and the net
tangible asset value of R16 000 000.
The purchase consideration in terms of the property acquisition for the property
is R 4,55 million and is payable in cash. The property acquisition is
conditional on the successful implementation of the transaction
2. UPDATE ON THE TRANSACTION AND PROPERTY ACQUISITION
The shareholders are advised that All Joy has secured the necessary funding
of R20,5 million and the R4,55 million to settle the cash portion of the
purchase consideration for the transaction as well as the property
acquisition.
Shareholders are advised that the transaction is subject to the fulfillment
of the following suspensive conditions by no later than 24 September 2005:
- Successful completion of a due diligence on Retailer Brands by no
later than 19 August 2005;
- The approval of the terms of the transaction by All Joy
shareholders by no later than 24 September 2005;
- The approval, to the extent require, of the JSE Securities
Exchange South Africa (`JSE`) and any other regulatory approvals
as may be required;
- The Articles of Association of Retailer Brands will be changed to
be in line with JSE requirements.
3. Further documentation
A circular setting out the detailed terms of the transaction, property
acquisition and convening a general meeting of shareholders to approve the
transaction will be posted to the shareholders after the successful
completion of the due diligence, which is expected to be on or about 26
August 2005.
18 July 2005
Johannesburg
Designated Advisor
Exchange Sponsors
Date: 18/07/2005 12:10:06 PM
Produced by the JSE SENS Department
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