| Thu 15 Sep 2005, 8:19 | | All Joy - update regarding proposed acquisition of |
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All Joy - update regarding proposed acquisition of Retailer Brands (Pty) Limited
Warning: The listing of ordinary shares in the company is on ALTx. Investors
are advised of the risks of investing in a company listed on ALTx. Investors are
advised that the JSE does not guarantee the viability or the success of a
company listed on ALTx. In terms of the Listings Requirements, the company is
obliged to appoint and retain a Designated Adviser, which is required to, inter
alia, attend all board meetings held by the company to ensure that all the
Listings Requirements and applicable regulations are complied with, approve the
Financial Director of the company and guide the company in a competent,
professional and impartial manner. If the company fails to retain a Designated
Adviser, it must make arrangements to appoint a new Designated Adviser within 10
business days, failing which the company faces suspension of trading of its
securities. If a Designated Adviser is not appointed within 30 days of its
suspension, the company faces the termination of its listing without the
prospect of an appropriate offer.
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
1. INTRODUCTION
Shareholders are referred to the announcements on 31 May 2005 and 18 July 2005
regarding the proposed acquisition of Retailer Brands (Pty) Limited (`Retailer
Brands`). The purpose of this announcement is to update the shareholders
regarding the fulfillment of certain conditions precedent and the progress on
the proposed transaction.
As announced on 31 May 2005 All Joy entered into an agreement with the
shareholders of 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 Properties (Pty) Limited the property which
Retailer Brands occupies (`the property acquisition`). The purchase
consideration in terms of the property acquisition is R 4,55 million and is
payable in cash. The property acquisition is conditional on the successful
implementation of the transaction.
2. COMPLETION OF DUE DILIGENCE AND UPDATE ON THE TRANSACTION
The shareholders are advised that All Joy has successfully completed the due
diligence on Retailer Brands and has received the audited profit after tax
certificate for the year ended 30 June 2005 from the auditors of Retailer
Brands, which certified a profit after tax of R 5 995 574. Following the lower
achieved profit after tax amount the purchase consideration for Retailer Brands
was adjusted downwards in terms of the purchase agreement. The revised purchase
consideration is R 36,0 million and will be settled as follows:
- R 20,0 million in cash; and
- the balance by the issuing of 15 815 291 new shares in All Joy at an issue
price of 101 cents per ordinary All Joy share.
In terms of the purchase agreement the purchase consideration can be revised
upwards to the original purchase consideration of R 54,0 million if the audited
profit after tax for Retailer Brands for the year ended 30 June 2006 exceeds
certain milestones.
Shareholders are advised that the transaction is subject to the fulfilment of
the following suspensive conditions:
- The approval of the terms of the transaction by All Joy shareholders;
- The approval, to the extent required, of the JSE Limited (`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. PRO-FORMA FINANCIAL EFFECTS
3.1 The table below sets out the unaudited pro forma financial effects of
the transaction on the earnings, headline earnings and the net asset
value and tangible net asset value per All Joy share, based on the
assumption that:
3.1.1 for the purpose of calculating the earnings and headline
earnings per share as if the transaction was implemented on
1 March 2004 and using a weighted average of 50 230 291
ordinary All Joy shares in issue for the 12 months.
3.1.2 For the purpose of calculating the net asset value and net
tangible asset value per share, the transaction was effected
on 28 February 2005.
Before After Change
(cents) (cents) (%)
(1)
Earnings per share (cents) 6,4 13,1 104%
Headline earnings per share (cents) (2) 6,3 13,0 106%
Net asset value per share (cents) (3) 36,3 49,7 37%
Net tangible asset value per share (cents) (3) 34,8 18,7 (46)%
Notes:
1. Extracted from the audited financial statements of All Joy for the year
ended 28 February 2005.
2. Based on a weighted average of 67 583 317 ordinary All Joy shares in issue
for the 12 months ended 28 February 2005.
3. Based on 57 788 291 shares in issue at 28 February 2005.
3.2. The financial effects contained in table 3.1 above have been prepared
for the purposes of illustrating how the transaction would have
affected the relevant financial results and position of All Joy for
the historical financial period indicated and on a pro forma basis.
Accordingly, such effects do not necessarily represent a true
reflection of the financial effects of the transaction on All Joy`s
current and future earnings.
4. 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 in due course.
14 September 2005
Johannesburg
Designated Advisor
Exchange Sponsors
Date: 15/09/2005 08:07:14 AM
Produced by the JSE SENS Department
