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Disposal of Taylor Blinds and NMC South Africa
TRELLIDOR HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1970/015401/06)
Share Code: TRL
ISIN Code: ZAE000209342
Main Board – General Segment
("Trellidor" or "the Company" or "the
Group")
DISPOSAL OF TAYLOR BLINDS AND NMC SOUTH AFRICA
1. INTRODUCTION
Shareholders are advised that on 30 June 2025, the Company entered into a sale of
shares and claims agreement ("Sales of Shares and Claims Agreement") with Sole
Ceramics Proprietary Limited ("Purchaser"), Trellidor Innovations Proprietary Limited (t/a
Taylor Blinds and Shutters) ("Taylor Blinds") and Trellidor Decor Proprietary Limited (t/a
NMC South Africa) ("NMC"), pursuant to which the Company will sell 100% of the ordinary
issued share capital of Taylor Blinds and NMC (collectively "Sale Shares"), as well as the
aggregate of any amounts of any nature owing by Taylor Blinds and NMC to the Company
from any cause whatsoever on the Closing Date (defined in paragraph 4.2 below) ("Sale
Claims"). The Sale Shares and the Sale Claims (collectively "Sale Equity") will be sold
for a purchase consideration as set out in paragraph 4 below ("Disposal"). The beneficial
owner of the Purchaser is the JC Family Trust.
2. THE BUSINESS OF TAYLOR BLINDS AND NMC
2.1. Taylor Blinds is a manufacturer and distributor of custom-made blinds, decorative and
security shutters.
2.2. NMC is an importer and distributor of premium quality cornice, skirting and wall-panel
products.
3. RATIONALE FOR THE DISPOSAL
3.1 In line with the Company's stated intent to restore shareholder value, the Board has
been reviewing its strategic options. Since acquisition, the Taylor Blinds and NMC
businesses have failed to deliver to expectations. No meaningful operational synergies
exist between Taylor Blinds, NMC and the core business Trellidor, being a leading
manufacturer and distributor of custom-made physical security barriers. In addition, the
return on capital for Taylor Blinds and NMC fall below that of Trellidor. The Disposal
will refocus the Group on the Trellidor business, further reduce debt, facilitate reduction
in group overhead, enhance return on capital and open other opportunities for capital
re-allocation, designed to restore shareholder value.
4. PURCHASE CONSIDERATION
4.1. The purchase consideration for the Sale Equity shall be the aggregate of the
consolidated net tangible asset value of Taylor Blinds and NMC, being for each of
Taylor Blinds and NMC, the consolidated total assets of each company, (excluding
intangible assets, IFRS 16 right-of-use assets and deferred tax assets) valued at their
fair value (to be determined in accordance with IFRS), less provisions and depreciation
and excluding goodwill, less the consolidated total liabilities (excluding all overdraft or
term facilities, IFRS16 lease liabilities, deferred tax liabilities and all subordinated and
unsecured shareholder loans) of each company calculated in accordance with IFRS
and the methodology as set out in the Sale of Shares and Claims Agreement ("NAV"),
for the 2025 financial year as reflected in the unaudited balance sheets of Taylor Blinds
and NMC respectively, as at 30 June 2025 ("Effective Date Balance Sheet") and
taking into account the adjustments as provided for in the Sale of Shares and Claims
Agreement ("Purchase Price").
4.2. The Purchase Price shall escalate from 1 July 2025 up to but excluding the Closing
Date, being the later of 31 August 2025 and the fifth business day after the day on
which the last of the Conditions Precedent is fulfilled or waived, as the case may be
("Closing Date"), at a rate equal to the prime rate. The Purchase Price is capped at
R90 000 000 (ninety million Rand).
4.3. The Purchase Price will be allocated as follows:
4.3.1. in respect of the Sale Claims, the face value of the relevant Sale Claims; and
4.3.2. in respect of the Sale Shares, the balance of the relevant Purchase Price.
4.4. The Purchase Price will be paid by the Purchaser to the Company on the Closing Date.
5. USE OF PROCEEDS
The proceeds of the Disposal will be used to reduce debt and strengthen the already
improved liquidity of the Group.
6. EFFECTIVE DATE OF THE DISPOSAL
The effective date of the Disposal will be the 30 June 2025.
7. CONDITIONS PRECEDENT
7.1. The Disposal is subject to the fulfilment or waiver of the following (remaining)
conditions precedent ("Conditions Precedent") by no later than 17:00 on:
7.1.1. 4 July 2025, the board of directors of the Purchaser approves and ratifies the
entering into of the Sale of Shares and Claims Agreement and all other agreements
and transactions contemplated therein;
7.1.2. 4 July 2025, the board of directors of the Company approves and ratifies the
entering into of the Sale of Shares and Claims Agreement and all other agreements
and transactions contemplated therein;
7.1.3. 4 July 2025, the respective board of directors of Taylor Blinds and NMC approves
and ratifies the entering into of the Sale of Shares and Claims Agreement and all
other agreements and transactions contemplated therein and notes and approves
the transfer of the Sale Equity pursuant to the Sale of Shares and Claims
Agreement;
7.1.4. 15 July 2025, the key employee, as defined in the Sale of Shares and Claim
Agreement, has entered into a written employment agreement with Taylor Blinds or
NMC, whichever is relevant, on terms usual for such employee and acceptable to
the Purchaser and such employment agreement becoming unconditional in all
respects, save for any condition requiring the Sale of Shares and Claims Agreement
to become unconditional;
7.1.5. 15 July 2025, receipt of all the third-party consents as provided for in the Sale of
Shares and Claims Agreement;
7.1.6. 15 July 2025, Taylor Blinds and NMC have entered into a software license
agreement with the Company for the use of any software required by each of them,
as agreed before the Closing Date and on terms and conditions reasonably
acceptable to the Company;
7.1.7. 15 July 2025, the Company have entered into an information technology service
level agreement with Taylor Blinds and NMC for the provision by the Company of
agreed IT services to Taylor Blinds and NMC, on terms and conditions reasonably
acceptable to the Purchaser; and
7.1.8. 31 August 2025, the Company has delivered to the Purchaser, the Effective Date
Balance Sheet for each Taylor Blinds and NMC and same is finalised or a
determination made by an independent auditor as provided for in the Sale of Shares
and Claims Agreement.
7.2. The Condition Precedent contained in paragraph 7.1.1 has been included for the
benefit of all parties other than the Purchaser who will be entitled to waive the
fulfillment thereof, in whole or in part, by written notice to the Purchaser prior to the
expiry of the relevant time period set out in the paragraph.
7.3. The Condition Precedent contained in paragraph 7.1.2 has been included for the
benefit of all parties other than the Company who will be entitled to waive the fulfillment
thereof, in whole or in part, by written notice to the Company prior to the expiry of the
relevant time period set out in the paragraph.
7.4. The Condition Precedent contained in paragraph 7.1.3 has been included for the
benefit of all parties other than Taylor Blinds and NMC who will be entitled to waive the
fulfillment thereof, in whole or in part, by written notice to Taylor Blinds and NMC,
whichever is relevant, prior to the expiry of the relevant time period set out in the
paragraph.
7.5. The Condition Precedent contained in paragraph 7.1.8 has been included for the
benefit of the Company and the Purchaser who will be entitled to waive the fulfillment
thereof, in whole or in part, by written agreement between them prior to the expiry of
the relevant time period set out in the paragraph.
7.6. The Condition Precedent contained in paragraph 7.1.6 has been included for the
benefit of the Company who will be entitled to waive the fulfillment thereof, in whole or
in part, by written notice to the other parties prior to the expiry of the relevant time
period set out in the paragraph.
7.7. The Conditions Precedent contained in paragraphs 7.1.4, 7.1.5 and 7.1.7 have been
included for the benefit of the Purchaser who will be entitled to waive the fulfillment
thereof, in whole or in part, by written notice to the other parties prior to the expiry of
the relevant time periods set out in the respective paragraphs.
8. SIGNIFICANT TERMS OF THE AGREEMENT
The Sale of Shares and Claims Agreement contains warranties and indemnities
appropriate for a transaction of this nature.
9. FINANCIAL INFORMATION
9.1. In terms of the unaudited condensed consolidated interim financial results of Trellidor
for the six months ended 31 December 2024 the net asset value of Taylor Blinds
amounted to R42.0 million and the net asset value of NMC amounted to R5.1 million,
while the attributable operating profits before interest and taxation of Taylor Blinds
amounted to R7.7 million and R1.2 million for NMC.
9.2. The net asset value for Taylor Blinds and NMC as at 31 December 2024 included the
following:
Taylor NMC
'000 000 '000 000
Assets
Intangible Assets R29.9 -
IFRS 16 Right-of-Use Assets R12.6 R2.5
Goodwill R24.0 R10.6
Deferred Tax R7.7 R0.3
Liabilities
Net Overdraft R17.4 R3.4
IFRS 16 Lease Liability R15.6 R3.8
Term Facility R4.9 -
Shareholder Loans R41.7 R10.0
10. CLASSIFICATION OF THE DISPOSAL
The Disposal constitutes a category 2 transaction in terms of the JSE Limited Listings
Requirements.
Durban
1 July 2025
Corporate Advisor and Sponsor
PSG Capital
Date: 01-07-2025 11:30:00
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