IMPERIAL HOLDINGS LIMITED - Acquisition by Imperial of the pharmaceutical and healthcare supply chain business

Acquisition by Imperial of the pharmaceutical and healthcare supply chain business

Imperial Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1946/021048/06)
JSE share code: IPL
ISIN: ZAE000067211
(“Imperial” or the “group”)

Acquisition by Imperial of the pharmaceutical and healthcare supply
chain services business conducted by RTT Group (Pty) Limited
(collectively referred to as “RTT Health Sciences”)

1.   Introduction
     Shareholders are hereby advised that Imperial has entered into
     an agreement with RTT Group (Pty) Limited, in terms of which it
     will acquire RTT Health Sciences (the “Transaction”).

     The businesses acquired include RTT Medical, RTT Trans Africa,
     RTT Consumer Health and RTT Essentials. The Transaction also
     includes the acquisition of 100% of the issued shares of Fuel
     Africa Logistics (Pty) Limited, RTT Kenya Limited and RTT Ghana
     Limited, subject to the fulfilment of the conditions precedent
     referred to in paragraph 6 below.

     The primary shareholders of RTT Group (Pty) Limited include
     Actis, Rand Merchant Bank and Old Mutual.

2.   History and nature of business
     RTT Health Sciences is one of Africa’s leading pharmaceutical
     and healthcare supply chain service providers. It specialises
     in multi-channel solutions for delivering essential medicines
     and consumer health products in South Africa as well as to
     developing markets across the African continent.

     RTT Health Sciences has a history which dates back more than 30
     years and has expertise in managing compliance, efficiencies
     and providing excellent supply chain and distribution solutions
     for its blue chip customer base. It operates from a national
     footprint in South Africa and maintains a strong commercial
     presence in African markets, including Namibia, Botswana,
     Mozambique, Zimbabwe, Zambia, Kenya, Tanzania, Malawi, Uganda,
     Ethiopia, Rwanda, Ghana, Cote d’Ivoire and Nigeria, which are
     mainly serviced by regional hubs located in Kenya and Ghana.

     RTT Health   Sciences   consists   of   the   following   key   business
     units:

     RTT Medical and RTT Trans Africa: Provides a multi-channel
     conduit for scheduled pharmaceuticals from the manufacturer to
     customers across the African Continent;
     RTT Essentials: Provides supply      chain   services   for    FMCG
     products across South Africa;

     RTT Consumer Health: Provides a multi-channel       supply    chain
     service for fast moving consumer health products;

     Clients   include  leading   South  African   and  international
     companies as well as leading pharmaceutical manufacturers.

3.   Imperial’s rationale for the Transaction
     The   Transaction   compliments  Imperial Logistics’  service
     offering through the provision of logistics, supply chain and
     distribution solutions to the pharmaceutical and fast moving
     consumer health industries.

     The business offers good growth prospects as it strengthens
     Imperial’s current exposure to high growth African economies
     and   provides  the   group  with   exposure to the  growing
     Pharmaceutical and Healthcare industries.

     RTT Health Sciences has a quality customer base with a strong
     new business pipeline. Through the Transaction, Imperial has
     also secured a specialist management team which strengthens and
     complements the group’s existing skills set in the logistics
     industry.


4.   Imperial’s acquisition criteria
     The Transaction meets Imperial’s internal acquisition criteria.
     The acquisition is earnings enhancing to Imperial’s core
     earnings and it is also aligned to Imperial’s required return
     on invested capital.

     In its financial year ended August 2012, RTT Health Sciences
     generated c.R1,1 billion.

5.   Salient terms of the Transaction
     Imperial will acquire RTT Health Sciences for           a     total
     enterprise value of R500m (“Purchase Consideration”).

     The Purchase Consideration will be adjusted by interest of 350
     bps above JIBAR per annum from 1 September 2012 until the
     payment date.   Net profit after tax of the company from 1
     September 2012 will form part of the net asset value acquired
     by Imperial.

     The Transaction will be funded from existing funding resources
     of the group.

     The vendors have given warranties which are customary for a
     transaction of this nature.
6.   Conditions precedent
     The Transaction is subject to Competition Commission Approval
     in South Africa as well as South African Reserve Bank Approval.

7.   Effective date of the Transaction
     The effective date of the Transaction is 1 September 2012
     subject to the fulfilment of the conditions precedent, which
     have to be fulfilled on or before 20 January 2013.


8.   Categorisation of the Transaction
     Due to the size of the Transaction, the Transaction is not a
     categorised transaction in terms of the Listings Requirements
     of the JSE Limited (“JSE Listings Requirements”) and this
     announcement relating to the Transaction is voluntary.


18 September 2012

Sponsor to Imperial: Merrill Lynch SA (Proprietary) Limited
Legal advisors to Imperial: TWB Attorneys
Communication advisor to Imperial: Brunswick Group LLP
Corporate Advisor to RTT Group (Pty) Limited: Rand Merchant Bank
Legal Advisor to RTT Group (Pty) Limited: Webber Wentzel

Date: 18/09/2012 10:25:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
 the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, 
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
 information disseminated through SENS.