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Unitrans - Unitrans UK announcement
Unitrans Limited
(Incorporated in the Republic of South Africa)
(Registration Number 1967/003403/06)
Share code: UTR & ISIN: ZAE000007670
("Unitrans" or "the Company")
SUBSCRIPTION BY UNITRANS UK LIMITED ("UTR-UK") FOR A
CONTROLLING INTEREST IN A SPECIALIST LOGISTICS BUSINESS IN THE
UNITED KINGDOM
1. INTRODUCTION
1.1 The directors of Unitrans are pleased to announce the subscription
by UTR-UK, a company owned 75% by Unitrans and 25% by Steinhoff Europ
AG (which is a wholly-owned subsidiary of Steinhoff International
Holdings Limited which, in turn, is the ultimate controlling sharehol
of Unitrans), for a 60% interest in Unitrans Logistics (UK) Limited
("Unitrans Logistics"), a company incorporated in the United Kingdom
(`the subscription").
1.2 Unitrans Logistics has entered into agreements to acquire the
entire issued share capital of Concorde Logistics Services Limited
("Concorde") and TechXpress Limited ("TechXpress"), both private limited
companies incorporated in the United Kingdom, ("the acquisitions").
2. BACKGROUND AND RATIONALE
2.1 Concorde and TechXpress are specialist logistics
service providers to high technology companies.
Their areas of operation include:
* Central warehousing;
* Field service logistics via field stocking
locations that are operated 24 hours per day;
* Pick-up and drop-off points for field engineers
to collect service parts; and
* Transport and distribution.
2.2 Concorde is a leading logistics provider in the
United Kingdom and Europe, managing forward stock
locations and distribution requirements, with
TechXpress providing the technical courier service
required for the fulfilment of Concorde"s delivery
instructions. Their key markets include high growth
sectors such as medical equipment, reprographics, IT
and telecommunications.
2.3 These acquisitions will enable Unitrans to use
Concorde as its base to expand into the United
Kingdom and European markets.
3. THE SUBSCRIPTION AND THE ACQUISITIONS
3.1 Unitrans Logistics will acquire Concorde and
TechXpress from the original promoters of these
companies for a purchase consideration of GBP19,95
million.
3.2 Upon completion UTR-UK will own a 60% interest in Unitrans
Logistics, the Vendors will own a 30% interest and key management and
employees of Concorde and TechXpress ("management") will own a 10%
interest.
3.3 UTR-UK"s interest in Unitrans Logistics, arising
from the subscription, could increase in excess of
the 60% interest to be subscribed for should the
profits of Unitrans Logistics not meet certain
prescribed targets in the three accounting periods
following completion of the acquisitions.
4. CONDITIONS PRECEDENT
The subscription and the acquisitions are inter-
conditional and are subject to obtaining the approval of
the Exchange Control Department of the South African
Reserve Bank.
5. COMPLETION AND EFFECTIVE DATE
The completion and the effective date of the subscription
and the acquisitions will be the third business day after
all conditions precedent have been fulfilled.
6. FINANCIAL EFFECTS
Although the subscription and the acquisitions are
expected to have a beneficial, strategic impact on
Unitrans, due to the relatively small size of these
transactions, the actual effects thereof on Unitrans"
historic earnings, headline earnings and net asset value
per share are immaterial.
Johannesburg
28 November 2005
Sponsor to Unitrans
PSG CAPITAL LIMITED
Legal Adviser in the United Kingdom
DLA Piper Rudnick Gray Cary UK LLP
Date: 28/11/2005 03:22:08 PM Produced by the JSE SENS Department
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