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Acquisition of the remaining interest in the AMH Group and withdrawal of cautionary
Imperial Holdings Limited
(Incorporated in the Republic of South Africa)
Registration number: 1946/021048/06
ISIN: ZAE000067211
Preference share code: IPL
(“Imperial”)
Acquisition of the remaining interest in the AMH Group and withdrawal of cautionary
Background
Shareholders of Imperial are referred to the results announcement released on SENS
on Tuesday, 23 February 2016 wherein Shareholders were advised that Imperial had
reached an agreement to acquire the 10% minority interest in the AMH Group (the
“Transaction”). Imperial currently holds a 90% interest in the AMH Group and
subsequent to the implementation of the Transaction, the AMH Group will become a
wholly owned subsidiary of Imperial.
The AMH Group comprises Associated Motor Holdings (Pty) Ltd and Boundless Trade 154
(Pty) Ltd, Associated Motors Australia (Pty) Ltd, Automotive Distributors Africa
Limited (collectively the "AMH Group"). These companies have been reported on in
Imperial's segmental accounts as the Vehicle Import, Distribution and Dealerships
division and the Motor Related Financial Products and Services division.
The minority interest in the AMH Group is owned by Wooddale (Pty) Ltd, with which
company Mr MP de Canha, an executive director of Imperial, is associated.
The total consideration for the Transaction is R750m, which will be satisfied
through an issue of Imperial shares and cash, as previously outlined in the results
announcement.
Fairness Opinion
The Transaction is classified as a small related party transaction in terms of
paragraph 10.7 of the JSE Listings Requirements. Accordingly, the Transaction
requires confirmation from an independent professional expert that the terms and
conditions of the acquisition are fair as far as the shareholders of Imperial are
concerned. PricewaterhouseCoopers Corporate Finance (Pty) Limited (“PwC”) has been
appointed by Imperial, as an independent expert, to review the terms and conditions
of the Transaction.
PwC is of the opinion that the terms and conditions of the Transaction are fair to
Imperial’s shareholders. PwC has expressed this opinion in writing and such opinion
has been provided to the JSE. This fairness opinion is available for inspection at
the Company's registered office for a minimum period of 28 days from the date of
this announcement.
Condition Precedent and General Meeting
The issue of the Imperial ordinary shares is conditional upon the Imperial ordinary
and deferred ordinary Shareholders passing a special resolution in terms of
section 41(1)(b) of the Companies Act, to permit the allotment and issue of
Imperial ordinary shares to Wooddale.
A circular regarding the AMH Group acquisition will be distributed to shareholders
in due course.
NAV and attributable profits
The net asset value and the attributable profits of the assets, comprising 10% of
the AMH Group, that are the subject of the Transaction is R613,039,289 and
R73,688,291 respectively, at 30 June 2015, being the last financial year-end.
Amendment of the Memorandum of Incorporation
The Memorandum of Incorporation of AMH Group will be amended to conform to Schedule
10 of the JSE Listings Requirements.
Withdrawal of cautionary
The cautionary announcement issued on 23 February 2016 is hereby withdrawn.
Bedfordview
22 March 2016
Sponsor:
Merrill Lynch South Africa (Pty) Limited
Date: 22/03/2016 05:15:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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