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GOLD BRANDS INVESTMENTS LIMITED - Gold Brands Investments Limited Acquires 50% of Hot-Hot Burger

Release Date: 13/02/2017 08:35
Code(s): GBI     PDF:  
Wrap Text
Gold Brands Investments Limited Acquires 50% of Hot-Hot Burger

GOLD BRANDS INVESTMENTS LIMITED
Incorporated in the Republic of South Africa
Registration Number: 2015/168426/06
Share code on the JSE: GBI
ISIN: ZAE 000212791
(“Gold Brands” or “the Company”)
GOLD BRANDS INVESTMENTS LIMITED ACQUIRES 50% OF HOT-HOT
BURGER.

The board, is pleased to advise shareholders that it has signed an agreement with the
shareholders of Hot-Hot B Holdings Limited (“Hot-Hot”), Mr. V. Haritakis and Mrs. E.
Merminga to acquire a 50% (fifty percent) Equity stake of Hot-Hot B Holdings Limited (“the
Seller”) which owns Hot Hot Burger Bar.

DESCRIPTION OF THE BUSINESS

Hot-Hot Burger Bar is a modern American burger concept, which specialises in creating
authentic American street food with an old-school, “Rock n Roll” music dining style and
trading 24 hours a day, 7days a week. It currently has 15 stores open in Greece and Crete
including a central kitchen.

RATIONALE
Hot-Hot Burger Bar compliments Gold Brands’ vision of creating one-of-a-kind dining
experiences as well as becoming a leading food services company, with both company-owned
and franchise brands. The company has aspirations of doing so within the South African as
well as international markets with a focus on offering its customers unique and authentic brands
with unbeatable value - backed by cost-efficient and reliable service.

CONSIDERATION PAYABLE
The purchase consideration is €800 000 (eight hundred thousand euro) in cash for the assets,
consisting of intellectual property, 5 corporate owned stores, central kitchen and franchise
agreements, less the value of any liabilities not in the ordinary course of the business and
subject to, confirmation during the due diligence, the achievement of the following audited
earnings before interest and tax:

*   For the year ended January 2016 Euro 217 991; and
*   For the year ended January 2017 Euro 916 753.

Gold Brands will hold as security and additional 15% of the equity in Hot-Hot as security for
the confirmation of the warranties during the due diligence period, which if not achieved or if
partially achieved will result in Gold Brands being allocated all or a pro-rata amount of
additional shares in Hot-Hot.

EFFECTIVE DATE
The agreement is effective 30 days after all conditions precedent have been completed.

CONDITIONS PRECEDENT
The acquisition is subject to the fulfillment of the following conditions precedent:

*   the completion of a successful due diligence investigation within the next 60 days.
*   Gold Brands obtaining all regulatory approvals required, including but not limited to SARB
     approval; and
*   the settlement of a shareholders agreement;

CATEGORISATION OF THE ACQUISITION
This transaction is a category 2 transaction as defined by the JSE Listings Requirements
Sections 21.10 and 9.d

Johannesburg
13 February 2017
Sponsor and Corporate Advisor
River Group
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