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ART
ART
Argent - Acquisition of the entire issued share capital of and shareholder
claims against Toolroom
ARGENT INDUSTRIAL LIMITED
(Registration number 1993/002054/06)
Share code: ART & ISIN: ZAE000019188
("Argent" or "the company")
ACQUISITION BY ARGENT OF THE ENTIRE ISSUED SHARE CAPITAL OF AND SHAREHOLDER
CLAIMS AGAINST TOOLROOM SERVICES (PTY) LIMITED ("TOOLROOM") ("THE ACQUISITION")
1. INTRODUCTION
Further to the cautionary announcement published on 23 November 2005 and
the renewal thereof on 5 January 2006, the directors of Argent are pleased
to announce that Argent has concluded an agreement to acquire the entire
issued share capital of and shareholders claims against Toolroom.
2. NATURE OF BUSINESS OF TOOLROOM
Toolroom Services (Pty) Ltd is one of the leading manufacturers of steel
office furniture, steel kitchen cupboards and retail shelving in South
Africa.
3. RATIONALE FOR THE ACQUISITION
Argent"s long term strategy is to build a portfolio of branded steel
product companies. To this end, Toolroom Services is a significant steel
consumer and will benefit from Argent"s purchasing power, infrastructure
and logistical network. Argent will further enhance Toolrooms business by
expanding their presence in the growing market of steel kitchen cupboard
sets and the retail shelving market.
4. TERMS OF THE ACQUISITION
The effective date of the transaction is 30 January 2006. The aggregate
purchase consideration is approximately R54 988 686, which will be settled
by the allotment of 4 640 396 renounceable ordinary Argent shares of a par
value of 5 cents each and issued at 1185 cents per share to the vendors of
Toolroom, being S Arumugam, DM Drennan, GW Hennessy, SB Hennessy, A
Peramaul, M Peramaul and J Sewsankar ("the vendors").
Application has been made to the JSE Securities Exchange South Africa, to
issue a further 4 640 396 Argent ordinary shares of a par value of 5 cents
each.
5. FINANCIAL EFFECTS OF THE TRANSACTION
The table below sets out the pro forma financial effects of the acquisition
on an Argent share, for illustrative purposes, based on Argent"s interim
financial statements for the 6 months ended 30 September 2005, and
Toolroom"s interim financial statements for the 6 months ended 31 August
2005:
Before After Percentage
acquisition acquisition change (%)
EPS (cents) 74.3 79.6 7.1
HEPS (cents) 74.7 80.0 7.0
NAV per share (cents) 602.0 637.2 5.8
NTAV per share (cents) 508.3 508.6 0.1
Notes:
1. The information in the "before" column has been extracted from the
interim financial information of Argent as at 30 September 2005.
2. The effect on earnings per share ("EPS") and headline earnings per
share ("HEPS") has been calculated on the assumption that the
acquisition was effective for 6 months with effect from 1 April 2005.
3. The effect on net asset value per share ("NAV") has been calculated on
the assumption that the acquisition was effective on 30 September
2005.
4. Net tangible asset value per share ("NTAV") after the acquisition is
based on the gross purchase consideration for Toolroom of R54 988 686
and its net tangible asset value at 31 August 2005. (R23.8 million).
6. SUSPENSIVE CONDITIONS
There are no suspensive conditions.
7. WITHDRAWAL OF CAUTIONARY
Shareholders are referred to the cautionary announcement dated 23 November
2005 and the renewal thereof on 5 January 2006 and are advised that as a
result of this announcement the cautionary is now withdrawn.
8. DOCUMENTATION
The acquisition constitutes approximately 6.12% of Argent"s current issued
share capital, and is categorised as a Category 3 transaction by the JSE.
Thus, this announcement appears for information purposes only. The
transaction is at arms length and does not require shareholder approval or
a circular to be sent to shareholders.
Roodepoort
8 February 2006
Sponsor
LPC MANHATTAN MOELA
LPC Manhattan Moela (Pty) Limited
Registration number 2001/009215/07
Date: 08/02/2006 02:00:07 PM Produced by the JSE SENS Department
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