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Acquisition of ITB Manufacturing Proprietary Limited and Withdrawal of Cautionary Announcement
Novus Holdings Limited
(Incorporated in the Republic of South Africa)
JSE share code: NVS
ISIN: ZAE000202149
Registration number: 2008/011165/06
(“Novus Holdings”, “the Company” or “the Group”)
ACQUISITION OF ITB MANUFACTURING PROPRIETARY LIMITED AND WITHDRAWAL OF
CAUTIONARY ANNOUNCEMENT
1. Introduction
Shareholders of Novus Holdings are advised that the Group has entered into an agreement to acquire
control of ITB Manufacturing Proprietary Limited (“ITB”) and its subsidiaries (“the Transaction”).
Paarl Media Proprietary Limited, a subsidiary within the Novus Holdings group of companies, will
subscribe for shares in ITB allowing the Group to acquire full control of ITB through a series of
transactions.
2. Overview of ITB
ITB is a South African manufacturer and a supplier of flexible packaging solutions with operations in
KwaZulu-Natal and Gauteng. ITB caters to a wide range of intermediate and end users, with its trading
subsidiaries engaged in the manufacture and supply of tamper and non-tamper evident security bags
and flexible plastic packaging.
3. Rationale for the Transaction
Novus Holdings aims to diversify its revenue and cash flow streams by increasing its exposure to include
investments outside of the print media sector. This includes investments in the broader industrial and
manufacturing sectors, such as the packaging industry which is complementary to the Group’s existing
operations.
4. Purchase Consideration
The purchase consideration which is payable in terms of the Transaction is to be settled in cash through
a combination of existing facilities and cash resources as follows:
- R180 million will be paid on the day following the effective date; and
- An amount to be determined based on the EBIT achieved for the 2018 financial year post
completion of the Transaction and subject to certain targets being achieved.
The purchase consideration in aggregate shall not exceed an amount of R 300 million.
5. Net assets and profits of ITB
The value of the net assets to be acquired, as contained in the latest available audited annual financial
statements for the year ended 28 February 2017, amounted to R137 million.
For the financial year ended 28 February 2017, ITB generated turnover of R544 million and EBITDA of R63
million.
6. Effective Date and Conditions Precedent
The effective date of the Transaction is 01 October 2017.
The Transaction is subject to some customary conditions precedent relating to closing.
7. Categorisation
The Transaction is categorised as a category 2 transaction in terms of the JSE Listings Requirements and
accordingly no shareholder approval is required.
8. Withdrawal of cautionary announcement
Shareholders are referred to the renewal of cautionary announcement dated 04 September 2017, in
which shareholders were advised that the Company had also been engaged in negotiations relating to
another potential acquisition. Shareholders are advised that those negotiations have terminated.
Accordingly, shareholders are no longer required to exercise caution when dealing in the Company’s
securities.
Cape Town
19 September 2017
Sponsor: Investec Bank Limited
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