Wrap Text
Further announcement re disposal of 100% interest in QB in exchange for a 43% int in SoftBev, withdrawal of caut ann
Bowler Metcalf Limited
Incorporated in the Republic of South Africa
(Registration number 1972/005921/06)
Share code: BCF ISIN: ZAE0000308797
(“Bowler Metcalf” or “the Company”)
FURTHER ANNOUNCEMENT REGARDING THE DISPOSAL OF THE 100% INTEREST IN QUALITY BEVERAGES
2000 PROPRIETARY LIMITED (“QUALITY BEVERAGES”) IN EXCHANGE FOR A 43% INTEREST IN SOFTBEV
PROPRIETARY LIMITED (“SoftBev”) AND WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
INTRODUCTION
Further to the announcement published on SENS on 26 September 2014, the Company is pleased to
advise shareholders that agreements have now been signed with regard to the proposed disposal of
Bowler Metcalf’s 100% interest in Quality Beverages (“the Disposal”) in exchange for a 43% interest in a
newly formed company, SoftBev (“the Acquisition”). Concurrently with this Disposal and Acquisition
(together, “The Proposed Transaction”), SoftBev will acquire 100% interest in Shoreline Sales and
Distribution Proprietary Limited (“Shoreline”) from MIF Holdings Proprietary Limited (“MIF”). Further, the
claims of Bowler Metcalf and MIF will also be acquired by SoftBev in return for a loan account owing to
Bowler Metcalf and MIF respectively at the face value of the claims acquired.
The proposed Disposal and Acquisition, which are inter-related, is a Category 1 transaction for Bowler
Metcalf, which in terms of the JSE Listings Requirements, requires approval by Bowler Metcalf
shareholders. Pursuant to this approval, the distribution of a circular to shareholders is imminent which
details the Proposed Transaction, includes pro forma and historical financial information and contains
information pertaining to the General Meeting at which the shareholder approval will be sought.
CONDITIONS PRECEDENT
The Disposal and Acquisition, which has been unconditionally approved by the Competition
Authorities of South Africa on 3 March 2015, is subject to shareholder approval as contemplated in the
JSE Listings Requirements on or before 30 April 2015. All other conditions precedent, as contained in
the agreements relating to the Prop seed Transaction, including board approval of the Bowler
directors and MIF board and shareholder approval, will have been met at the Last Practicable Date.
The Company and MIF may extend the period for the fulfilment or waiver of any one or more or part of
any of the Conditions Precedent. The closing date of the Disposal is 5 working days following the
fulfilment or waiver of all the Conditions Precedent as detailed above.
FINANCIAL INFORMATION
The inter-related Disposal and Acquisition will result in Bowler Metcalf holding 274 754 093 new shares
(43%) and MIF holding 364 208 915 new shares (57%) of the initial equity interest in SoftBev. Bowler
Metcalf’s and MIF’s shareholdings are in proportional to the respective valuations placed on Quality
Beverages and Shoreline in terms of the Proposed Transaction, before any dilution in terms of new
shares to be issued by SoftBev for cash at fair value and any share options to be issued by SoftBev to
key management.
The value of the net assets of Quality Beverages that are subject to the Disposal, amount to R59.4
million as at 30 June 2014. The profits attributable to Quality Beverages for the year ended 30 June
2014 amounted to R4.6 million, after taxation.
The value of the net assets of SoftBev (on a combined pro forma basis including Quality Beverage and
Shoreline) amount to R337.3 million as at 30 June 2014. The profits attributable to SoftBev (on a
combined pro forma basis including Quality Beverage and Shoreline) for the year ended 30 June 2014
amounted to R42.6 million, after tax.
The Quality Beverages contribution to these attributable profits include a pro forma adjustment for
profits that will accrue to the business upon the successful integration of PET bottle blowing into its filling
operations in the Western Cape (the “Bottle Blowing Project”). Bowler Metcalf, through its subsidiary
Bowler Plastics, will be responsible for the implementation of the Bottle Blowing Project, although the
cost thereof will be borne by Quality Beverages.
Upon successful implementation of the Bottle Blowing Project, Bowler Plastics will no longer supply
blown bottles to Quality Beverages Western Cape, but will continue to supply the same quantity of
preforms instead, under certain commercial terms and conditions. This integration of bottle blowing
into a filling operation is consistent with best manufacturing practices and will achieve notable
efficiencies and therefore reduce the cost of production for Quality Beverages Western Cape. The
financial benefits accruing to Quality Beverages as a result of the Bottle Blowing Project have been
included in the calculation of the value ascribed to the business for the purpose of the Disposal.
The loss to Bowler Plastics of these bottle blowing profits will be detailed in the pro-forma financial
effects to be included in the above mentioned circular.
The agreements relating to the Proposed Transaction make provision for a potential adjustment to the
Bowler Metcalf’s shareholding percentage in SoftBev in the event that the final financial outcome of
the Bottle Blowing Project is substantially negatively different to that as envisaged in the calculation of
the value ascribed to Quality Beverages. The impact of such a potential adjustment will be detailed in
the pro-forma financial effects to be included in the above mentioned circular.
However, the Company is confident that Bowler Plastics has the experience and expertise to deliver
the Bottle Blowing Project as envisaged and within the agreed upon tolerances that will result in there
being no adjustments to the value of Quality Beverages as a direct result of the outcome of the Bottle
Blowing Project.
The rationale and future prospects for the Proposed Transaction are detailed in the above mentioned
circular to shareholders.
DOCUMENTATION AND SALIENT DATES
In terms of the JSE listing requirements, a circular to shareholders is being prepared which will contain,
inter alia, a notice of the General Meeting seeking approval for the Proposed Transaction and a form
of proxy. This circular will be sent out to the shareholders in accordance with paragraph 9.20(b) of the
JSE Listings Requirements. The salient dates in relation to the General Meeting will be published on or
about the date of posting of the circular.
WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
Pursuant to the above announcement, shareholders are advised that the cautionary announcement is
now withdrawn.
Johannesburg
26 March 2015
Designated Advisor
Arbor Capital Sponsors Proprietary Limited
Date: 26/03/2015 05:42:00 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.
Sharenet Sites 
