Sharenet Sites 
Sharenet Sites
Acquisition of Elf Trans and Transmac
LABAT AFRICA LIMITED
Incorporated in the Republic of South Africa
(Registration number 1986/001616/06)
JSE code: LAB ISIN: ZAE000018354
(“Labat” or “the company”)
TERMS ANNOUNCEMENT RELATING TO THE PROPOSED ACQUISITIONS OF ELF TRANS AND
TRANSMAC AND WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
Background and terms
Labat shareholders are referred to the cautionary announcement dated 10 December 2015
advising of the potential acquisition by Labat of two dry bulk logistics companies and a raw
material bulk carrier operating in the private sector.
Shareholders are advised that the Company has concluded signed term sheets for the
acquisition of either the business assets or shares, which will be determined in due course, of the
following:
1. Senna Motors Proprietary Limited (“Elf Trans”) for an indicative consideration of R45 million to
be settled through a combination of cash and shares. It is further intended that Labat will
be granted a first option to acquire the property where Elf Trans carries out its business
operations, which property is owed by a related party of Elf Trans; and
2. Transmac, consisting of Transmac Trucking Close Corporation (“TMT”), Transmac Logistics
Close Corporation (“TML”) and Transmac Group Proprietary Limited (“TMG”) for an
indicative consideration of R50 million to be settled through combinations of cash and
shares
(“together, the Acquisitions”).
The Acquisitions will be made based on annualised profit after taxation calculated on the
effective date, being 1 January 2016, at a price:earnings multiple of 5 times profit after taxation
with a 60% net asset value underpin. The final ratio of cash and shares is yet to be agreed to.
Shareholders are also referred to the financial information below.
The seller of Elf Trans is Elf Group Trust. The sellers of Transmac are detailed below:
Seller % sold in TMT % sold in TML % Sold in TMG
Rodney Houston-McMillan 100 33.3% 25%
Adriaan Aucamp - 33.3% 25%
Pieter Aucamp - 33.3% 25%
Jimy Rakgoale - - 25%
The above parties are not related parties to Labat. Rodney Houston-McMillan from Transmac,
has joined the management team at Reinhardt Transport Group Proprietary Limited (“RTG”) as
Operating Officer.
Description of the business carried on by Elf Trans
Elf Trans is a dry bulk carrier offering services to major clients in South Africa. The business’s head
office is based in Benoni, Johannesburg.
Description of the business carried on by Transmac
Transmac is a commodity and raw material bulk carrier operating in South Africa. The business’s
head office is based in Nigel.
Rationale for the Acquisitions
The rationale for the Acquisitions is in line with Labat’s strategy to be a leading transport and
logistics company operating in South Africa and sub-Saharan Africa providing transport
infrastructure related services. The Acquisitions are in line with this strategy, following on the
acquisition of RTG, which was approved by Labat shareholders at the General Meeting held on
Friday, 18 December 2015.
Effective Date
The effective date for the Acquisitions is 1 January 2016.
Conditions precedent
The Acquisitions are conditional on, inter alia, the fulfilment or waiver, if applicable, of the
following conditions precedent:
- Completion of a due diligence (“DD”) conducted by Labat;
- Completion of comprehensive agreements giving effect to the Acquisitions;
- Final approval by the boards of directors and shareholders of Elf Trans and Transmac;
- Final approval by the board of directors of Labat;
- The approval, in so far as it may be necessary, of the Competition Commission of South
Africa;
- To the extent necessary a compliance certificate or exemption from the Takeover
Regulation Panel; and
- All regulatory approvals which may be required in order to implement the Acquisitions,
including approval in accordance with the JSE Listings Requirements.
Financial information
- The value of the net assets of ElfTrans as at 28 February 2015 was R27 million and per the
management accounts as at 30 November was R31 million;
- The profit after tax attributable to ElfTrans for the year ended 28 February 2015 was
R4.4 million and per the management accounts for the 9 months ended 30 November 2015
was R8.9 million;
- The value of the net assets of Transmac as at 28 February 2015 was
R28 million and per the management accounts as at 30 November was R32 million; and
- The profit after tax attributable to Transmac for the year ended 28 February 2015 was
R5.1 million and for the 9 months ended 30 November 2015, the profit after taxation was
approximately R9.85 million.
Categorisation
The Acquisitions are classified as Category 2 transactions and do not require shareholder
approval.
Memorandum of incorporation of Elf Trans and Transmac (“MOIs”)
Post the Acquisition; Elf Trans and Transmac will become subsidiaries of Labat. Accordingly,
Labat will ensure that the provisions of the MOIs do not frustrate or relieve the Company in any
way from compliance with its obligations in terms of the JSE Listings Requirements.
Withdrawal of cautionary announcement
The cautionary announcement dated 10 December 2015 has been withdrawn as the full terms
of the Acquisitions have been published and the company has postposed negotiations with the
third company until 2016. Accordingly, shareholders are advised that the cautionary
announcement is withdrawn.
22 December 2015
Johannesburg
Designated Advisor
Arbor Capital Sponsors Proprietary Limited
Date: 22/12/2015 10:09:00 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.
