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. 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