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IMPERIAL HOLDINGS LIMITED - Voluntary Announcement: Disposal of 65% of Neska Schiffahrts - Und Speditionskontor GMBH (Neska)

Release Date: 05/10/2015 09:00
Code(s): IPL     PDF:  
Wrap Text
Voluntary Announcement: Disposal of 65% of Neska Schiffahrts - Und Speditionskontor GMBH (‘Neska”)

Imperial Holdings Limited

Registration number: 1946/021048/06

Share code: IPL

ISIN: ZAE000067211

(‘Imperial’ or ‘the company’ or ‘the group’)


VOLUNTARY ANNOUNCEMENT: DISPOSAL OF 65% OF NESKA SCHIFFAHRTS-
UND SPEDITIONSKONTOR GMBH (‘Neska”)

INTRODUCTION

Shareholders are advised that Imperial has signed an agreement
to dispose of the group’s 65% stake in Neska to Häfen und
Güterverkehr Köln (‘HGK’), the Port Authority in Cologne,
Germany, and the current 35% minority shareholder in Neska
(“the Proposed Transaction”). HGK is headquartered in Cologne
and is controlled by Stadtwerke Köln GmbH, which in turn is
100 percent owned by the City of Cologne.

Neska is a subsidiary of Imperial Logistics International B.V.
& Co. KG, the group’s holding company for its non-African
international logistics operations. Neska offers solutions in
intermodal container shipping as well as in conventional break
bulk and bulk freight market. With its 23 sites, Neska group
handles trans-shipment, storage and transportation for a wide
variety of goods (bulk, paper, metals) moving them across an
international transport network comprising roadways, railways
and waterways.


RATIONALE FOR THE PROPOSED TRANSACTION

Neska is facing growing competition from established players
with more scale, a better market positioning and pricing
power. As a result, Neska’s growth prospects under Imperial’s
ownership are limited and the value of Neska will be better
advanced by owners with established capability and scale such
as HGK.

Therefore, and consistent with its espoused strategy to invest
in its core capabilities, Imperial has decided to dispose of
Neska.

Neska delivered operating profit of EUR 7.2 million in the
financial year ended 30 June 2015 and had a net asset value of
EUR 14m as at 30 June 2015.

SALIENT TERMS OF THE PROPOSED TRANSACTION

HGK will acquire 65% of the ordinary shares of Neska for a
total net purchase consideration of EUR 75 million (“the
Purchase Consideration”), which includes the discharge of
shareholder loans of EUR 24 million.

The effective date of the Proposed Transaction is 1 July 2015.
The Purchase Consideration will earn interest at 4.5% p.a.
from 1 July 2015 to the final date of payment.

The purchase consideration will be settled in cash upon
fulfilment of the conditions precedent.

The proceeds from the proposed transaction will be invested in
due course in the expansion of the group’s core businesses
while initially reducing short term debt.

CONDITIONS PRECEDENT

1) HGK’s major shareholders are the City of Cologne and other
municipal enterprises. Due to this shareholder structure, the
potential transaction is subject to public approval
procedures.

2) Unconditional Regulatory approvals of the proposed
transaction in all the relevant jurisdictions.



Bedfordview

5 October 2015

Sponsor

Merrill Lynch South Africa (Pty) Limited

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