| Wed 30 Aug 2006, 15:41 | | Transpaco - Acquisition |
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TPC
TPC
Transpaco - Acquisition
TRANSPACO LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1951/000799/06)
Share code: TPC & ISIN: ZAE000007480
("Transpaco")
ACQUISITION OF CERTAIN ASSETS OF THE FLEXIBLE BELLVILLE BUSINESS OF NAMPAK
PRODUCTS LIMITED ("THE BUSINESS")
1. INTRODUCTION
Further to the cautionary announcements dated 28 March 2006, 9 May
2006, 22 June 2006, 5 July 2006 and 17 August 2006, Investec Bank
Limited is authorised to announce that Transpaco has agreed to
purchase and Nampak Products Limited ("Nampak") has agreed to sell
certain plant and machinery, intellectual property and goodwill ("the
assets") relating to the Business for R16 542 275. In addition,
Transpaco has agreed to purchase the immovable property in Bellville
("the property") from which the business is conducted for R12 000 000
as well as the stock pertaining to the business ("the stock"). The
total purchase price is R28 542 275 plus the value of the stock at the
effective date estimated at approximately R15 000 000. The effective
date of the transaction is 4 December 2006 or such other date as both
parties may agree in writing.
2. THE FLEXIBLE BELLVILLE BUSINESS OF NAMPAK
The business is involved in, inter alia
2.1 the manufacturing, marketing, importation and distribution of a
wide range of plastic, flimsy bread bags, flimsy bag on a roll,
refuse bags, vest-type carrier bags and boutique bags, both
printed and unprinted, conducted from the property, which is
situated in Bellville, Western Cape;
and
2.2 the distribution of such bags from distribution centres in
Pinetown, Port Elizabeth, East London and Gauteng, which in
future will be handled by Transpaco.
3. RATIONALE FOR THE ACQUISITION
Transpaco manufactures and distributes a similar range of plastic
bags. The acquisition will:
3.1 enable Transpaco to grow its market share. This should have a
positive effect on Transpaco"s earnings as reflected in 5;
3.2 give Transpaco a manufacturing and distribution presence in the
Western Cape and distribution facilities in the Eastern Cape and
Kwa-Zulu Natal;
3.3 enable Transpaco to increase production capacities to satisfy its
existing needs.
4. SALIENT TERMS OF THE ACQUISITION
4.1 The purchase consideration for the assets and the property.
The purchase consideration of
4.1.1 R16 542 275 for the assets will be paid on the
effective date;
4.1.2 R12 000 000 for the property will be paid on
registration of transfer.
4.2 The purchase consideration of an estimated R15 000 000 for the
stock
The estimated purchase consideration for the stock will be paid
as to R5 000 000 on the effective date and as to the balance in
three equal monthly instalments.
4.3 Warranties and indemnities
Nampak has given Transpaco such warranties in respect of the
transaction as are usually given with regard to transactions of
this nature.
4.4 Financing of the acquisition
Transpaco will finance the acquisition out of available resources
and facilities.
5. UNAUDITED PRO FORMA FINANCIAL EFFECTS OF THE ACQUISITION
The unaudited pro forma financial effects set out below have been
prepared for illustrative purposes only, to assist Transpaco
shareholders to assess the impact of the acquisition on the net asset
value ("NAV") per share and net tangible asset value ("NTAV") per
share of Transpaco. The unaudited pro forma financial effects have
been prepared for the year ended 30 June 2006 and are based on
reviewed figures for the year ended 30 June 2006.
These unaudited pro forma financial effects have been disclosed in
terms of JSE Limited ("JSE") Listings Requirements and because of its
nature may not fairly present Transpaco"s financial position, changes
in equity, results of operations or cash flows.
The unaudited pro forma financial effects are the responsibility of
the directors of Transpaco and are provided for illustrative purposes
only.
Unaudited
Reviewed pro forma
Before the After the
acquisition acquisition Change
Cents Cents %
Net asset value per share 400.0 413.0 3
(5.3),(5.4)
Tangible net asset value per 386.0 370.0 (4)
share (5.3),(5.4)
Notes:
5.1 The pro forma financial effects set out above have been prepared
on the assumption that the acquisition became effective on 1 July
2005.
5.2 Transpaco is expected to generate additional revenue as a result
of the acquisition and a full forecast income statement and
balance sheet will be provided in the circular to shareholders.
5.3 The NAV and NTAV per share as set out in the "Before the
acquisition" column of the table are based on the reviewed
balance sheet of Transpaco at 30 June 2006 and 26 079 000 ranking
number of shares in issue, net of 1 372 288 treasury shares.
5.4 The NAV and NTAV per share as set out in the "After the
acquisition" column of the table are based on the combined
reviewed balance sheets of Transpaco and the value of the assets
being acquired at 30 June 2006 and 26 079 000 ranking number of
shares in issue, net of 1 372 288 treasury shares.
6. CONDITIONS PRECEDENT TO THE ACQUISITION
The acquisition is subject, inter alia, to the fulfilment of the
following suspensive conditions precedent by not later than 30
November 2006 (or such other date as the parties may agree), namely
that -
6.1 the sale of the assets of the business, the property and the
stock to Transpaco is unconditionally approved (or approved
subject to conditions acceptable to Transpaco and Nampak) by the
Competition Commission in terms of the Competition Act No. 89 of
1998 on or before 30 November 2006;
6.2 the JSE and the shareholders of Transpaco approve the acquisition
by Transpaco of the assets of the business, the property and the
stock on or before 31 October 2006;
6.3 the sale of property agreement in terms of which Nampak sells the
property to Transpaco becomes unconditional in accordance with
its terms
6.4 Transpaco conducts and concludes to its satisfaction a due
diligence investigation of the business.
7. CATEGORISATION OF THE ACQUISITION AND CIRCULAR
The acquisition is a category 1 transaction and a circular containing
the details of the acquisition will be posted to Transpaco
shareholders on or about 29 September 2006 in terms of section 9.5(b)
of the JSE Listings Requirements.
8. WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
Shareholders are advised that caution is no longer required to be
exercised when dealing in Transpaco shares.
30 August 2006
Sponsor Legal advisors
Investec Werksmans
Date: 30/08/2006 03:41:13 PM Produced by the JSE SENS Department
