Go Back Email this Link to a friend


Spanjaard Limited - Terms Announcement Regarding The Sale Of The cook And

Release Date: 09/12/2003 17:15:11      Code(s): SPA
Spanjaard Limited  - Terms announcement regarding the sale of the "Cook and     
                     Bake" and "Antonios" trademarks by Spanjaard               
Spanjaard Limited                                                               
(Incorporated in the Republic of South Africa)                                  
Registration number 1960/004393/06                                              
Share Code: SPA   ISIN: ZAE000006938                                            
("Spanjaard" or "the company")                                                  
Terms announcement regarding the sale of the "Cook and Bake" and "Antonios"     
trademarks by Spanjaard to Patleys (Pty) Ltd ("Patleys")                        
Introduction                                                                    
PricewaterhouseCoopers Corporate Finance (Pty) Ltd is authorised to announce the
sale ("the sale") of the trademarks, "Cook and Bake" and "Antonios" (together   
"the trademarks") and related marks by Spanjaard to Patleys for a cash          
consideration of          R 4 750 000 ("the sale proceeds"). Spanjaard received 
the sale proceeds on 5 December 2003. The sale includes the sole and exclusive  
right to manufacture, distribute, market, supply or sell the trademark product, 
being a pan release agent used primarily in baking, as well as an olive oil     
spray ("the product"), in any country, excluding only Canada and the United     
States of America. A back-to-back manufacturing agreement has been concluded in 
conjunction with the sale in terms of which Spanjaard will manufacture and      
package the product on behalf of Patleys for an initial period of twenty years. 
The sale is subject to shareholders approval in general meeting.                
Rationale for the sale                                                          
The sale proceeds will be utilised by Spanjaard to significantly reduce debt    
thus reducing finance costs.                                                    
Pro-forma financial effects                                                     
The table below sets out the pro-forma financial effects of the transaction.    
Before (cents) (1)  After (cents) (2) (3)    % Change  
Earnings per share       4.3                 54.4                     1 176.9   
Headline earnings/(loss)                                                        
per share                5.4                 (4.9)                    (190.4)   
Net asset value                                                                 
per share                164.6               218.5                    32.8      
Tangible net asset                                                              
value per share          133.7               209.6                    56.7      
Notes and assumptions:                                                          
1.   Extracted from the published interim unaudited results of Spanjaard for the
six months ended 31 August 2003;                                                
2.   In relation to the pro forma earnings and headline earnings/(loss) per     
ordinary share after the transaction, it is assumed that:                       
(a)  the transaction was effective on 1 March 2003;                             
(b)  revenue has been calculated in accordance with the back-to-back            
manufacturing agreement concluded with Patleys;                                 
(c)  a profit on disposal of the trademarks of R3 450 000 will be realised,     
being the difference between the disposal proceeds of R4 750 000 and the net    
book value of the trademarks at 1 March 2003 amounting to R1 300 000; and       
(d)  interest expense will reduce assuming an average before tax interest rate  
of 16.0% as the net disposal proceeds will be applied against the interest      
bearing debt.                                                                   
3.   In relation to the pro forma net asset value and net tangible asset value  
per ordinary share after the transaction, it is assumed that:                   
(a)    the transaction was effective on 31 August 2003; and                     
(b)   disposal proceeds of R4 750 000 is applied against the interest bearing   
debt.                                                                           
Irrevocable undertakings                                                        
An irrevocable undertaking has been received from Spanjaard Group Limited, which
represents 79,9% of the ordinary shares in issue, to vote in favour of the      
resolution to be proposed at the general meeting.                               
Circular to shareholders                                                        
A circular to shareholders, setting out full details of the transaction and     
convening a general meeting of shareholders to ratify the transaction, will be  
sent to shareholders in due course.                                             
9 December 2003                                                                 
Sandton                                                                         
Corporate Advisor and Sponsor                                                   
PricewaterhouseCoopers Corporate Finance (Pty) Ltd                              
Registration no. 1970/003711/07                                                 
Legal Advisor                                                                   
Cliffe Dekker Inc.                                                              
Reporting Accountants                                                           
PricewaterhouseCoopers Inc                                                      
Date: 09/12/2003 05:15:13 PM Supplied by www.sharenet.co.za                     
Produced by the JSE SENS Department                                             
                                                                                
                                                                                
                                                                                



                                        
Email this JSE Sens Item to a Friend.

Send e-mail to
© 2017 SHARENET (PTY) Ltd, Cape Town, South Africa
Home     Terms & conditions    Privacy Policy
    Security Notice    Contact Details
Market Statistics are calculated by Sharenet and are therefore not the official JSE Market Statistics. The calculation/derivation may include underlying JSE data.