ARGENT INDUSTRIAL LIMITED - Category 2 acquisition of entire issued share capital of Standmode Limited

Category 2 acquisition of entire issued share capital of Standmode Limited

ARGENT INDUSTRIAL LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1993/002054/06)
Share code: ART
ISIN: ZAE000019188
("Argent" or "the Company")

CATEGORY 2 ACQUISITION OF ENTIRE ISSUED SHARE CAPITAL OF STANDMODE
LIMITED

1.   INTRODUCTION AND RATIONALE

     Argent, through its wholly owned subsidiary, Argent Industrial UK Limited ("Buyer") is
     pleased to announce that it has entered into an agreement on 19 August 2024
     ("Agreement") to acquire the entire issued share capital of Standmode Limited ("Holding
     Company") and it's 100% held subsidiary Mersey Container Services Limited
     ("Subsidiary") (together the "Standmode Group") from Mr P. Fitzgerald and Mrs J.E
     Fitzgerald (collectively, the "Sellers") by way of a lock box transaction for a cash purchase
     consideration of GBP 6 894 276.70 (R 159 326 734.54) (the "Transaction").

     The rationale for the Transaction is an opportunity for Argent to grow its business by
     further diversifying its portfolio of companies and to continue expanding internationally
     into the United Kingdom.

2.   NATURE OF THE BUSINESS

     The Standmode Group operates in the United Kingdom from a premises owned by the
     Holding Company. The Subsidiary manufactures modular buildings, offices, mess units,
     toilet and shower blocks. These can be stacked or linked units depending on the
     customer's requirement.

3.   PURCHASE CONSIDERATION

     The purchase consideration is a cash payment ("Cash Payment") of GBP 6 894 276.70
     (R 159 326 734.54) by the Buyer to the Seller and an additional surplus cash payable by
     the Holding Company to the Sellers.

     The Cash Payment consists of the following:
        • GBP 1 000 000.00 (R 23 110 000.00) constitutes the value of the property owned
          by the Holding Company and;
        • GBP 5 894 276.70 (R 136 216 734.54) constitutes the value of the attributable
          profits after tax at a price to earnings (P/E) ratio of 4.9.

4.   CONDITIONS PRECEDENT

     There are no outstanding conditions precedent to the Transaction.

5.   COMPLETION DATE OF THE TRANSACTION

     The completion date of the Transaction is 16 August 2024.

6.   FINANCIAL INFORMATION

     The net value of the assets attributable to the Standmode Group amounts to
     GBP 3 029 723.00 (R 70 016 898.53).

     The profits attributable to the Standmode Group amount to GBP 1 202 913.00 (R 27 799
     319.43) after taxation.

     The financial information contained in this announcement have not been reviewed or
     reported on by Argent's auditors.

7.   WARRANTIES AND OTHER SIGNIFICANT TERMS OF THE AGREEMENT

     The Agreement contains warranties and indemnities which are standard for a transaction
     of this nature and there are no other significant terms to the Agreement.

8.   CLASSIFICATION OF THE TRANSACTION

     As the Transaction amounts to more than 5% but less than 30% of Argent's market
     capitalisation, the Transaction is classified as a category 2 transaction in terms of the JSE
     Listings Requirements.

     This announcement is made for information purposes only and no action is required by
     Argent shareholders with regards to the Transaction.

9.   OTHER

     The Memorandum of Association of the Standmode Group does not conflict with Argent's
     obligations in terms of compliance with the JSE Listing Requirements.

Durban
19 August 2024

Sponsor
PSG Capital

Date: 19-08-2024 07:05:00
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