IMPERIAL HOLDINGS LIMITED - Voluntary Announcement Regarding the Acquisition by Imperial of 49% of the Issued Share Capital of MDS Plc

Voluntary Announcement Regarding the Acquisition by Imperial of 49% of the Issued Share Capital of MDS Plc

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”)


Voluntary announcement regarding the acquisition by Imperial of 49% of the
issued share capital of MDS Plc (“MDS” or the “company”)


1.    Introduction
      Shareholders are hereby advised that Imperial, through its wholly
      owned subsidiary Imperial Mobility International BV, has entered
      into an agreement with UAC of Nigeria Plc (“UACN”), a company listed
      on the Nigerian Stock Exchange, in terms of which it will acquire
      49% of the issued share capital of MDS, a wholly owned subsidiary of
      UACN, for a total cash consideration of USD 26 676 383 (the
      “Transaction”). The effective date of the Transaction is
      26 April 2013.


2.    Nature of business
      MDS is Nigeria’s leading provider of integrated supply chain and
      logistics solutions in Nigeria. It offers warehousing and
      distribution solutions primarily in the FMCG, pharmaceutical and
      telecommunications industries in Nigeria, through a network of 50
      distribution centres.


      MDS delivers a comprehensive suite of logistics solutions by linking
      companies with their customers in over 600 cities and villages
      across Nigeria.


      In its financial year ended 31 December 2012, MDS generated a
      turnover of c.NGN 4,046 billion (c.USD 26 million), an operating
      profit of USD 6,6 million and had an NAV of c. USD 54 million.


3.    Imperial’s rationale for the Transaction
      The Transaction offers Imperial Logistics an entrance into the fast
      growing area of logistics in the Nigerian FMCG and telecommunications
      industries, whilst it strengthens its position regarding logistics
      services to the pharmaceuticals industry.
      
      It also strengthens Imperial’s current footprint in Africa and is
      consistent with its strategy of focusing on consumer opportunities
      across the continent and following its customers.


      MDS 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.    Salient terms of the Transaction
      Imperial will acquire 49% of the issued share capital of MDS for a
      cash consideration of USD 26 676 383.


      The vendor has provided warranties which are customary for a
      transaction of this nature.


      All conditions precedent have been fulfilled and the Transaction is
      therefore unconditional.


5.    Categorisation of the Transaction
      The purchase consideration is less than 5% of Imperial’s market
      capitalisation and the Transaction is not a categorised transaction
      in terms of the Listings Requirements of the JSE Limited and this
      announcement relating to the Transaction is thus voluntary.


By order of the Board
13 May 2013


BEDFORDVIEW
Sponsor
Merrill Lynch South Africa (Pty) Limited

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