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Amended terms ann - proposed acq of Elf Trans & Transmac, terms ann rel to Acq of bus of Marble Vervoer and Caut Ann
LABAT AFRICA LIMITED
Incorporated in the Republic of South Africa
(Registration number 1986/001616/06)
JSE code: LAB ISIN: ZAE000018354
(“Labat” or “the company”)
AMENDED TERMS ANNOUNCEMENT RELATING TO THE PROPOSED ACQUISITIONS OF ELF TRANS
AND TRANSMAC, TERMS ANNOUNCEMENT RELATING TO THE ACQUISITION OF THE BUSINESS OF
MARBLE VERVOER (EDMS) (BPK) AND CAUTIONARY ANNOUNCEMENT
Background and terms
Labat shareholders are referred to the terms announcement dated 22 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. The term sheets for the acquisitions have expired
and a new term sheet for the acquisition of Transmac has not been entered into and
accordingly further negotiations have been suspended at this stage.
Shareholders are advised that the Company has concluded new signed term sheets for the
acquisition of either the business assets or shares, 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. The business and assets of Marble Vervoer (Edms) (Bpk) (“Marble Vervoer”) for an
undisclosed amount to be settled through combinations of cash and shares.
(“together, the Acquisitions”).
The vendors, being Andre Diederichs and Johan Mong respectively, are not related parties to
Labat.
The due diligence of both operations has commenced and should be concluded by close of
business on Friday 31 March 2016
The Acquisitions will be made based on annualised profit after taxation calculated on the
effective date, being 1 March 2016, at a price: earnings multiple of 4 times profit after taxation
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 Marble Vervoer
Marble Vervoer is a dry bulk carrier offering services to blue chip clients in South Africa. The
business’s head office is based in Marble Hall.
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 using its current level 1BEE certification and 57% black ownership,
This is in line with the diversification strategy, communicated to shareholders in the circular to
shareholders dated 18 November 2015.
The combined business of Elf Trans and Marble Vervoer will give Labat an established footprint
in the dry bulk business in South Africa.
Effective Date
The effective date for the Acquisitions is 1 March 2016 or any other date as agreed between
the parties.
Conditions precedent
The Acquisitions are conditional upon; 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 by no later than
11 April 2016;
- Final approval by the boards of directors and shareholders of Elf Trans and Marble Vervoer;
- 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 Elf Trans as at 28 February 2015 was R27 million.
- The profit after tax attributable to Elf Trans for the year ended 28 February 2015 was
R4.4 million and R9.8 million per the management accounts for the 11 months ended
31 January 2016;
- The value of the net assets of Marble Vervoer as at 28 February 2015 was R28 million and
R32 million per the management accounts as at 31 January 2016; and
Categorisation
The Elf Trans Acquisition is classified as Category 2 transaction and does not require shareholder
approval. The Marble Hall Acquisition falls below 5% of the market capitalisation of Labat and
similarly does not require shareholder approval.
Memorandum of incorporation (“MOI”) of Elf Trans
Post the Acquisition; Elf Trans will become a subsidiary of Labat and Marble Vervoer a division of
Elf Trans. 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.
Cautionary announcement
Shareholders are advised that Labat has entered into further negotiations with three other
groups to further diversify and expand its footprint in the transport and logistics sector.
Accordingly, shareholders are advised to exercise caution when dealing in Labat securities.
11 March 2016
Johannesburg
Designated Advisor
Arbor Capital Sponsors Proprietary Limited
Date: 11/03/2016 09:50:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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