To view the PDF file, sign up for a MySharenet subscription.

IMPERIAL HOLDINGS LIMITED - Voluntary Announcement Regarding the cquisition by Imperial of a 70% Interest in Imres BV (Imres or the company?

Release Date: 23/10/2014 14:05
Code(s): IPL     PDF:  
Wrap Text
Voluntary Announcement Regarding the cquisition by Imperial of a 70% Interest in Imres BV (“Imres” or the “company”

Imperial Holdings Limited (“Imperial”)
(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 a 70%
interest in Imres BV (“Imres” or the “company”) (“the Transaction”)

1.   Introduction

Shareholders are hereby advised that Imperial has entered into an
agreement, in terms of which it will acquire a 70% interest in the company,
for   a  total   cash   consideration  of   €46   million   (the  “Purchase
Consideration”). The effective date of the Transaction is 1 September 2014.

2.   Nature of business

Imres is a wholesaler of pharmaceutical and medical supplies to its client
base which includes NGO’s, hospitals and retailers. It operates in the
international medical relief industry, targeting mainly African emerging
countries with developing healthcare markets and needs.

Imres plays a key role in the supply chain to end users and its service
offering includes; sourcing, inbound logistics, supplier audits, quality
control, warehousing, distribution and transport coordination. Its product
portfolio includes pharmaceuticals, medical kits, disposables, hospital
equipment and related medical products.

The company has a capable, experienced management team and sound
organisational structures appropriate to pharmaceutical distribution.
Founded in 1980, the company is headquartered in Lelystad in the
Netherlands, where it operates out of two warehouses.         The company
currently employs 65 employees in the Netherlands and 6 employees in India
who provide support services and vendor qualification. Imres has an annual
turnover of approximately €60 million.

3.   Imperial’s rationale for the Transaction

The Transaction is in line with Imperial’s espoused strategy to expand its
participation in the distribution of fast moving consumer goods and
pharmaceuticals   in  Africa.   It  also  complements   Imperial’s  recent
acquisitions of Imperial Health Sciences, Eco Health, Pharmed and MDS
Logistics. Imres adds sourcing and procurement capabilities to Imperial’s
service offering and it can leverage off Imperial’s existing network and
capabilities on the African continent.

Through the Transaction, Imperial has also secured a specialist management
team, which strengthens and complements the group’s existing skills set in
pharmaceutical distribution in Africa.

4.   Salient terms of the Transaction

Imperial will acquire a 70% interest in Imres for a cash consideration of
€46 million.

The vendors have provided warranties which are customary for a transaction
of this nature.
The transaction includes put and call arrangements relating to the transfer
of the remaining shares in the company over an extended period to Imperial.

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

Subsequent to the transaction the shareholding of the company will be:

     -    Imperial 70%
     -    Key management (vendors) 30%

5.       Categorisation of the Transaction

As the purchase consideration is less than 5% of Imperial’s market
capitalisation the Transaction is not categorised in terms of the Listings
Requirements of the JSE Limited. This announcement is thus voluntary.

23 October 2014
Company Secretary
RA Venter

Legal Advisors to Imperial:
TWB - Tugendhaft Wapnick Banchetti and Partners

Sponsor:
Merrill Lynch SA (Pty) Limited

Date: 23/10/2014 02:05:00 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.

Share This Story