IMPERIAL HOLDINGS LIMITED - Voluntary Announcement: Disposal of the Groups Interests in Goscor

Voluntary Announcement: Disposal of the Group’s Interests in Goscor

Imperial Holdings Limited
Registration number: 1946/021048/06
Share code: IPL
ISIN: ZAE000067211
(“Imperial” or “the company” or “the Group”)

VOLUNTARY ANNOUNCEMENT: DISPOSAL OF THE GROUP’S INTERESTS IN THE GOSCOR
GROUP OF COMPANIES (“GOSCOR”)

INTRODUCTION
Shareholders are advised that Imperial has reached agreement to dispose of
the group’s interests in Goscor, an importer and distributor of industrial
equipment, to the current management and minority Acquirers of Goscor (“the
Goscor Management”).

The interests in Goscor that the Group will be disposing of are as follows:
   -  75% of the issued share capital of Uvundlu Investments Proprietary
      Limited held by Associated Motor Holdings Proprietary Limited
      (“AMH”), a 90% subsidiary of Imperial;
   -  67,5% of the issued share capital of Bobcat Equipment Rental
      Proprietary Limited held by Imperial;
   -  67,5% of the issued share capital of Bobcat Equipment SA Proprietary
      Limited held by Imperial; and
   -  42,1% of the issued share capital of Goscor Cleaning Equipment
      Proprietary Limited held by AMH;

collectively referred to as “the Proposed Transaction”.

Goscor delivered Revenue of R 1 476 million in the financial year ended 30
June 2015 and had a net asset value of R 249 million as at 30 June 2015.

RATIONALE FOR THE PROPOSED TRANSACTION
Consistent with its espoused strategy to dispose of non-core and
strategically misaligned assets, Imperial has determined that the import
and distribution of industrial equipment, and the associated funding
requirements of a growing rental book, are inconsistent with Imperial’s
sectoral growth and capital allocation objectives.

Imperial has therefore decided to dispose of its interests in Goscor.

SALIENT TERMS OF THE PROPOSED TRANSACTION
Goscor Acquirers will acquire the group’s interests in Goscor for a total
purchase consideration of R 1.03 billion ("the purchase consideration"),
which includes the discharge of shareholder loans of R 730 million. The
shareholder loans will continue to bear interest and the purchase
consideration (excluding the shareholder loans) will bear interest from 1
February 2016.

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

The proceeds from the Proposed Transaction will be used to reduce debt
until redeployed in accordance with the Group’s strategic and investment
criteria.

CONDITION PRECEDENT
The Proposed Transaction is subject to approval by the Competition
Authorities.

CATEGORISATION OF THE PROPOSED TRANSACTION
The Proposed Transaction falls below the threshold for a Category 2
transaction in terms of the Listings Requirements of the JSE Limited,
therefore, this announcement is voluntary.

Bedfordview
3 November 2015

Sponsor:
Merrill Lynch South Africa (Pty) Limited

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