HUDACO INDUSTRIES LIMITED - Acquisition of trading assets and liabilities of EBTSA Proprietary Limited & MMD Steel Products Close Corporation

Acquisition of trading assets and liabilities of EBTSA Proprietary Limited & MMD Steel Products Close Corporation

HUDACO INDUSTRIES LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1985/004617/06)
Share code: HDC & ISIN: ZAE000003273
(“Hudaco”)

ANNOUNCEMENT REGARDING THE ACQUISITION OF THE TRADING ASSETS AND LIABILITIES OF
EBTSA (PROPRIETARY) LIMITED AND MMD STEEL PRODUCTS CLOSE CORPORATION (“ETERNITY”)

  1. INTRODUCTION
     Shareholders are advised that Hudaco has signed an Agreement to acquire the trading assets
     and liabilities of Eternity with effect from 1 August 2017 (“the effective date”) (“the
     Transaction”) from EBTSA (Proprietary) Limited and MMD Steel Products Close Corporation.

  2. DESCRIPTION OF ETERNITY
     Eternity is a leading supplier of batteries, high frequency chargers, and related battery
     management equipment to the traction battery market in Southern Africa. The company also
     designs, builds and manages battery bays for warehouses and distribution centres in Southern
     Africa. Battery tanks and changeover equipment are manufactured locally while cells and
     chargers are sourced from UAE and Austria. Eternity employs over 320 staff in four locations
     in South Africa as well as at the premises of several clients. The business generates revenue
     of R148 million per year.

  3. RATIONALE FOR THE TRANSACTION
     Hudaco specialises in the importation and distribution of selected high quality branded
     consumer-related and industrial products, mainly in the southern African region. One of
     Hudaco’s key strategies is to acquire new businesses in similar fields of activity when the
     opportunity arises.

     The acquisition of Eternity is consistent with Hudaco’s strategy of diversifying its portfolio to
     further reduce the percentage of its income that is derived from the mining and
     manufacturing sectors. The business of Eternity is an ideal fit for the consumer-related
     products segment of Hudaco in that it focuses on supplying quality, branded products and
     services, while providing significant value-add for the customer, which is an area of core
     competency of Hudaco. Hudaco will be able to utilise its experience and expertise in value-
     added distribution to enhance Eternity’s position, resulting in long term benefits to
     shareholders.

  4. DETAILS OF THE TRANSACTION
        4.1 Purchase consideration
            The purchase consideration will be a multiple of the average annual profit after tax
            (but excluding interest received) of Eternity for the three years ending 31 July 2020. If
            the business grows profits at 30% per annum for the three year earn-out period, which
            is considered a realistic prospect, the total consideration will be R200 million. The
            maximum consideration is R248 million, which would require compound annual
                growth of 43% over the three years. The consideration will be funded from cash
                generation, existing and (if necessary) new facilities and paid as follows:
                   - an initial amount of R68 million payable in cash on the effective date;
                   - three tranches payable in cash on 4 October 2018, 2019 and 2020, based on
                       actual average levels of profitability achieved in each of those years.

        4.2 Management
            The two executive shareholders, Michael Coleman and Ryan Fourie (“the
            shareholders”), have entered into service contracts for a period of three years and
            restraint of trade agreements in favour of Hudaco for a period of three years after
            their employment ceases.

        4.3 Conditions precedent
            The Transaction is subject to the satisfactory completion of a due diligence. All other
            conditions have been fulfilled, including approval by the Competition Commission,
            signing of service agreements and main supplier approvals.

        4.4 Value of net assets and profit attributable to Eternity
            The shareholders have committed to deliver a minimum of R28 million net trading
            assets on the effective date, which assets produced R21 million net profit after
            taxation in Eternity’s last financial year ending 28 February 2017.

   5   CATEGORISATION
       The Transaction has been classified as a category 2 transaction in terms of Section 9 of the JSE
       Limited Listing Requirements and, accordingly, shareholder approval is not required.


Johannesburg
1 August 2017

Sponsor
Nedbank Corporate and Investment Banking

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