Wrap Text
Joint announcement of a firm intention by DP World to make a cash offer to acquire all of the issued ordinary shares
Imperial Logistics Limited DP World Logistics FZE
Incorporated in the Republic of South Africa Incorporated in the Jebel Ali Free Zone
(Registration number 1946/021048/06) (Registered number 220600)
Share code: IPL ISIN: ZAE000067211 ("DP World")
("Imperial")
JOINT ANNOUNCEMENT OF A FIRM INTENTION BY DP WORLD TO MAKE A CASH OFFER TO
ACQUIRE ALL OF THE ISSUED ORDINARY SHARES OF IMPERIAL BY SCHEME OF ARRANGEMENT
1. INTRODUCTION
1.1 Holders of ordinary shares in Imperial (other than ordinary shares held by Imperial
subsidiaries) ("Imperial Ordinary Shareholders") are hereby advised that, on 7 July 2021,
Imperial entered into a transaction implementation agreement ("TIA") with DP World, in terms
of which, inter alia, DP World has agreed to make an offer, by way of a scheme of arrangement
("Scheme"), to acquire all of the issued and to be issued ordinary shares in Imperial, other
than such ordinary shares held by Imperial subsidiaries (such ordinary shares to be acquired,
being the "Imperial Ordinary Shares"), for a cash consideration of ZAR 66 per Imperial
Ordinary Share ("Scheme Consideration") on the basis set out below ("Proposed
Transaction"). Imperial's Logistics International business is within scope of the Proposed
Transaction, and as such it will not be sold separately under the Proposed Transaction.
1.2 The Scheme will, subject to the fulfilment of the condition referred to in paragraph 3 below, be
proposed by the Imperial board of directors ("Imperial Board") in terms of section 114 of the
South African Companies Act, No. 71 of 2008 ("Companies Act") and, upon implementation
of the Scheme, DP World will pay an estimated aggregate Scheme Consideration to Imperial
Ordinary Shareholders of ZAR 12,729,101,022; provided that, if Imperial: (a) has undertaken
(or undertakes) a capital reduction; or (b) has declared, paid or made (or declares, pays or
makes) a distribution, dividend or similar payment, in each case to or for the benefit of any
Imperial Ordinary Shareholders (a "Distribution") between 1 January 2021 and the date that
the Scheme is implemented (other than in respect of the interim ordinary dividend of ZAR 0.83
per Imperial Ordinary Share declared by Imperial on 23 February 2021), the Scheme
Consideration shall be automatically reduced by an amount equal to the amount of such
Distribution in respect of each Imperial Ordinary Share, it being noted that no such Distribution
is contemplated.
1.3 The Scheme Consideration represents a premium of approximately:
1.3.1 39.5% to the closing price of Imperial Ordinary Shares traded on JSE Limited ("JSE")
of ZAR 47.30 as at 7 July 2021;
1.3.2 34.2% to the 30-day volume weighted average price ("VWAP") of Imperial Ordinary
Shares traded on the exchange operated by the JSE of approximately ZAR 49.18
calculated as at 7 July 2021; and
1.3.3 35.2% to the 3-month VWAP of Imperial Ordinary Shares traded on the exchange
operated by the JSE of approximately ZAR 48.82 calculated as at 7 July 2021.
1.4 Upon implementation of the Scheme, DP World will own all of the Imperial Ordinary Shares
and, consequently:
1.4.1 the listing of the Imperial Ordinary Shares on the JSE will be terminated
("Delisting"); and
1.4.2 Imperial's American Depository Receipt ("ADR") programme will be terminated.
2. INFORMATION ABOUT DP WORLD AND RATIONALE FOR THE PROPOSED TRANSACTION
2.1 DP World is a wholly owned subsidiary of DP World Limited (the "DP World Parent"), which
is a global infrastructure-led supply chain solutions provider with 136 business units in 61
countries, across six continents. DP World Parent and its subsidiaries (the "DP World Group”)
employs over 50,000 people across its worldwide operations. DP World Parent's vision is to
drive economic growth through creating more efficient supply chains, connecting markets and
offering innovative solutions to cargo owners, while ensuring a positive and sustainable impact
on societies and the planet.
2.2 DP World Parent is focused on driving sustainable growth, prioritising practices that have a
positive impact on the people, communities, and environment in which it operates. As an
enabler of global trade, DP World Parent believes it has the tools, ingenuity and drive to lead
a revolution in sustainable logistics.
2.3 The DP World Group has invested approximately US$18bn across its portfolio over the last
10 years to build best-in-class infrastructure to support the growth in global trade. The
DP World Group is a long-term investor with a 35-year average concession life remaining on
its port assets. Its operations include ports & terminals, economic zones, feedering and
logistics.
2.4 DP World Parent views Africa as a long-term high growth market and plans to invest in the
region to improve supply chain connectivity to drive trade growth. The DP World Group has
made significant investments in Africa and manages approximately 3.5mn twenty-foot
equivalent units of capacity across its operations in Senegal, Mozambique, Somaliland,
Angola, Rwanda, Algeria and Egypt. Furthermore, DP World Parent has earmarked over
US$2.0bn of investment in the coming years for new capacity in Senegal, Democratic Republic
of Congo, Angola, Somaliland and Mali. The DP World Group has a proud history of
developing world-class infrastructure in Africa, driving economic growth and contributing to
employment.
2.5 The acquisition of Imperial provides significant strategic value by complementing the DP World
Group's existing footprint in Africa and Europe and enabling DP World Parent to deliver an
end-to-end solution to cargo owners across a wide and highly competitive market. By
combining DP World Parent's digital capabilities across a wider network, the DP World Group
aims to build on Imperial's existing Africa focused strategy and offer a set of solutions to cargo
owners which will drive value for all stakeholders.
2.6 The acquisition of Imperial is DP World Parent's most significant investment on the African
continent, which, despite the challenging global and domestic economic environment,
demonstrates DP World Parent's long-term confidence in the South African economy and the
wider regional market. The DP World Group has a proven track record of contributing to the
sustainability and development of the economies in which it operates, and the DP World Group
aims to aid growth and development of South Africa and the broader African continent through
developing local talent. DP World Parent is fully committed to contributing to the imperatives
of transformation and broad-based black economic empowerment ("B-BBEE") in South Africa.
Accordingly, DP World Parent fully supports the proposed B-BBEE transaction that was
announced on SENS by Imperial on 23 April 2021 ("B-BBEE Transaction"), the
implementation of which is a suspensive condition to the Scheme as noted in paragraph 4
below.
3. CONDITION TO THE POSTING OF THE CIRCULAR
3.1 The posting of a circular to Imperial Ordinary Shareholders in respect of the Scheme
("Circular") is subject to the fulfilment of the suspensive condition that, by not later than 23:59
on 10 August 2021 (or such extended or later date as provided for in the TIA), Imperial shall
have obtained the approval of each of the JSE, the Takeover Regulation Panel ("TRP") and
the Financial Surveillance Department of the South African Reserve Bank for the posting of
the Circular.
3.2 The Circular is expected to be posted to Imperial Ordinary Shareholders on or before
10 August 2021 and will include further details of the Scheme and the notice of general
meeting to be held for the purposes of, inter alia, considering and, if deemed fit, passing the
special resolution required to approve the Scheme and other resolutions ancillary to the
Proposed Transaction ("Scheme Meeting"). The salient dates in relation to the Scheme will
be published at or about the time of posting of the Circular.
4. CONDITIONS TO THE IMPLEMENTATION OF THE SCHEME
4.1 The implementation of the Scheme will be subject to the suspensive conditions ("Scheme
Conditions") that, by not later than 23:59 on the 210th day after the date of publication of this
announcement on SENS (or such extended or later date as provided for in the TIA) ("Scheme
Cut-off Date"):
4.1.1 the special resolution of the Imperial Ordinary Shareholders which approves the
Scheme shall have been approved by the Imperial Ordinary Shareholders as required
by section 115(2)(a) of the Companies Act ("Scheme Resolution");
4.1.2 if required by section 115(3) of the Companies Act, Imperial shall have obtained the
approval of a court to proceed with the implementation of the Scheme Resolution. In
order to establish whether such approval is required, if less than 15% of the votes
exercised on the Scheme Resolution were opposed to the Scheme Resolution, Imperial
shall not implement the Scheme Resolution until either:
(a) the period of 10 business days (as such term is defined in section 115(3)(b)
of the Companies Act) has elapsed since the vote without any Imperial
Ordinary Shareholder who opposed the Scheme Resolution applying for leave
to apply to a court for a review of the Proposed Transaction; or
(b) if any such application is made by such an Imperial Ordinary Shareholder,
such application is unsuccessful (and Imperial shall promptly use best
endeavours to oppose any such application).
If such approval of a court is required, Imperial shall promptly use best endeavours to
obtain such approval and shall not treat the Scheme Resolution as a nullity, as
contemplated in section 115(5)(b) of the Companies Act;
4.1.3 the TRP shall have issued a compliance certificate in relation to the Proposed
Transaction and, to the extent that the Scheme Condition referred to in paragraph 4.1.8
below has not been waived in accordance with the TIA, the Ukhamba Offer (as defined
in paragraph 8.2 below) ("TRP Compliance Certificate Condition");
4.1.4 the South African competition authorities established in terms of the Competition Act,
No. 89 of 1998 shall have approved the Proposed Transaction on terms and conditions
(if any) that DP World has confirmed in writing to Imperial are satisfactory to DP World,
acting in its sole discretion;
4.1.5 all other competition and other regulatory approvals, clearances or non-oppositions
which have been agreed upon by DP World and Imperial, or which DP World has
confirmed in writing to Imperial, to be required for the implementation of the Proposed
Transaction shall have been obtained (or, where applicable, deemed to have been
obtained), in each case, on terms and conditions (if any) that DP World has confirmed
in writing to Imperial are satisfactory to DP World, acting in its sole discretion;
4.1.6 either:
(a) an Imperial Ordinary Shareholder (or Imperial Ordinary Shareholders) holding
more than 5% of all of the Imperial Ordinary Shares has or have (as
applicable) not: (a) given notice objecting to the Scheme as contemplated in
section 164(3) of the Companies Act; and (b) voted against the Scheme
Resolution at the Scheme Meeting; or
(b) if paragraph 4.1.6(a) is not satisfied, then, within the time period permitted in
terms of the Companies Act, a Shareholder (or Shareholders) holding more
than 5% of all of the Imperial Ordinary Shares has or have (as applicable) not
exercised appraisal rights by giving valid demands in terms of sections 164(5)
to 164(8) of the Companies Act;
4.1.7 the B-BBEE Transaction shall have become unconditional and been implemented by
the parties thereto, in each case in accordance with its terms;
4.1.8 the sale of the Imperial Deferred Shares (as defined in paragraph 8.1 below) by
Ukhamba Holdings Proprietary Limited (RF) ("Ukhamba") to DP World that will arise
from Ukhamba's acceptance of the Ukhamba Offer (as defined in paragraph 8.2 below)
shall have become unconditional in accordance with its terms, save for any condition
requiring that the Scheme becomes operative; and
4.1.9 the TIA shall not have been terminated in accordance with its terms prior to the time at
which all of the other Scheme Conditions have been fulfilled or, if applicable, waived in
accordance with the TIA.
4.2 The Scheme Condition(s) referred to in:
4.2.1 paragraphs 4.1.1 to 4.1.4 and 4.1.9 above cannot be waived by DP World and/or
Imperial; and
4.2.2 paragraphs 4.1.5 to 4.1.8: (a) may only be waived by DP World, in its sole discretion,
by giving written notice to that effect to Imperial on or before the Scheme Cut-off Date;
and (b) shall only cause the Scheme to lapse if DP World has not waived the relevant
Scheme Condition(s) on or before the Scheme Cut-off Date.
4.3 DP World and Imperial shall use their reasonable commercial endeavours to procure the
fulfilment of the Scheme Conditions and to achieve the implementation of the Scheme.
However, this does not oblige DP World to accept any terms or conditions in connection with
the grant of a competition or other regulatory approval, clearance or non-opposition for the
purposes of the Scheme Conditions referred to in paragraphs 4.1.4 and 4.1.5 above.
4.4 If any Scheme Condition is not fulfilled or, if applicable, waived in accordance with the TIA on
or before the Scheme Cut-off Date, the Scheme shall lapse and not become effective and the
TIA (other than the provisions which survive its termination) will terminate with immediate
effect.
5. OTHER TERMS FROM THE TIA
The TIA contains terms dealing with, amongst others, the matters referred to below.
5.1 Interim period undertakings
Imperial undertakes to DP World that during the period from the date of signature of the TIA
("Signature Date") until the implementation of the Scheme (or any earlier termination of the
TIA) Imperial will conduct its business in the ordinary course and comply with certain specific
undertakings.
5.2 Warranties
Imperial and DP World have given each other warranties which are appropriate for the TIA.
5.3 Exclusivity
Imperial has given to DP World certain exclusivity undertakings in relation to any competing
proposal which are appropriate for the TIA and allow DP World a right to match any superior
competing proposal. The exclusivity undertakings continue to apply, save in relation to a
competing proposal which is at least 10% higher than the Scheme Consideration, meets
certain other criteria and which DP World elects not to match.
5.4 Termination
5.4.1 The TIA will terminate, and the Scheme shall lapse, on the first to occur of the following
circumstances:
(a) DP World gives written notice of termination to Imperial where:
(i) the independent board of Imperial ("Independent Board")
withdraws, modifies or qualifies its recommendation of the Proposed
Transaction to the Imperial Ordinary Shareholders, and/or its
recommendation that the Imperial Ordinary Shareholders vote in
favour of the Scheme Resolution and/or withdraws, modifies or
qualifies its view that the Scheme Consideration is fair and
reasonable to the Imperial Ordinary Shareholders;
(ii) the Independent Board approves or recommends or enters into any
arrangement relating to a competing proposal, whether or not
conditionally and whether or not that approval or recommendation
or arrangement is legally binding on Imperial;
(iii) a competing proposal is implemented to such an extent that Imperial
Ordinary Shareholders, or Imperial or any of its subsidiaries
("Imperial Group"), receive/s any form of consideration pursuant to
that competing proposal;
(iv) Imperial commits a breach of any of the exclusivity provisions of the
TIA which directly or indirectly contributes to the submission of a
competing proposal to Imperial;
(v) Imperial commits a breach of certain of its interim period
undertakings and, if such breach is capable of remedy, Imperial fails
to remedy such breach within 10 business days of a written notice
from DP World to Imperial requiring such remedy;
(vi) Imperial commits a material breach of certain representations and
warranties given by it in favour of DP World under the TIA;
(vii) Imperial commits a material breach of any other provision of the TIA
and, if such breach is capable of remedy, Imperial fails to remedy
such material breach within 10 business days of a written notice from
DP World to Imperial requiring such remedy;
(viii) a Material Adverse Change occurs. A "Material Adverse Change"
occurs if the EBITDA of the Imperial Group for the Lookback Period
(as defined below) is less than ZAR 3,933,266,168; provided that,
for the purposes of this definition only, such EBITDA shall be
adjusted to exclude any impact on EBITDA caused by any (or a
combination of any) of the following events, circumstances, effects,
occurrences or state of affairs: (1) changes after the Signature Date
to accounting practices which are included in Imperial's accounting
policies, practices and methods with consistent classification,
judgement and estimation methodology as used in the preparation
of the unaudited consolidated management accounts of the Imperial
Group as at 30 April 2021 (or the authoritative interpretation
thereof); (2) changes or proposed changes after the Signature Date
to applicable law, regulation or policy; or (3) any acts of God, natural
disasters, terrorism, armed hostilities, war, sabotage or insurrection
or any escalation or worsening of acts of war, epidemic, pandemic
or disease outbreak (including COVID-19), except to the extent that
the same has a disproportionate adverse effect on the Imperial
Group, taken as a whole, relative to the adverse effect it has on other
companies operating in the logistics industry or the other industries
in which Imperial or any of its subsidiaries materially engages. The
"Lookback Period" means the period of twelve months ending on
(1) the last day of the month immediately preceding the month
during which the last of the Scheme Conditions is fulfilled or, if
applicable, waived; or (2) the last day of the penultimate month
preceding the month during which the last of the Scheme Conditions
is fulfilled or, if applicable, waived, if that fulfilment or waiver occurs
before the delivery to DP World of Imperial's management accounts
for the immediately preceding month referred to in sub-paragraph
(1) above; or
(ix) the Scheme Resolution is voted on by Imperial Ordinary
Shareholders at the Scheme Meeting and is not approved as
required by section 115(2)(a) of the Companies Act;
(b) Imperial gives written notice of termination to DP World where:
(i) the Scheme Resolution is voted on by Imperial Ordinary
Shareholders at the Scheme Meeting and is not approved as
required by section 115(2)(a) of the Companies Act; or
(ii) DP World commits a material breach of the provisions of the TIA
and, if such breach is capable of remedy, DP World fails to remedy
such material breach within 10 business days of a written notice
from Imperial to DP World requiring such remedy;
(c) if a Scheme Condition which may be waived by DP World in accordance with
paragraph 4.2.2 becomes incapable of fulfilment, and DP World notifies
Imperial in writing that DP World will not waive that Scheme Condition;
(d) on written notice of termination by either DP World or Imperial to the other if it
becomes illegal to implement all or a material part of the Proposed
Transaction; or
(e) by mutual written agreement between DP World and Imperial.
5.4.2 Notwithstanding the above, the TIA cannot be terminated after the date on which all of
the Scheme Conditions (other than the Scheme Condition referred to in
paragraph 4.1.9) have been fulfilled or, if applicable, waived.
5.5 Break fee
5.5.1 If DP World terminates the TIA pursuant to any one or more of the events referred to in
paragraph 5.4.1(a) (other than the events set out in paragraph 5.4.1(a)(vii),
5.4.1(a)(viii)) or 5.4.1(a)(ix), Imperial will pay to DP World a break fee in an amount of
ZAR 127,291,010.22 ("Imperial Break Fee"), which has been calculated as 1% of the
aggregate Scheme Consideration as at the Signature Date, plus any applicable value-
added tax thereon ("Break Fee Amount") within 10 business days of written demand
therefor by DP World.
5.5.2 If:
(a) either:
(i) any approval, clearance or non-opposition referred to in any
Scheme Condition set out in paragraph 4.1.4 or 4.1.5 is granted by
the relevant regulatory authority on terms and conditions and
DP World has not confirmed in writing to Imperial that those terms
and conditions are satisfactory to DP World, acting in its sole
discretion, by the Scheme Cut-off Date; or
(ii) Imperial proves that any approval, clearance or non-opposition
referred to in any Scheme Condition set out in paragraph 4.1.4 or
4.1.5 has not been granted by the relevant regulatory authority by
the Scheme Cut-off Date solely because DP World refused to accept
the terms and conditions on which that regulatory authority proposed
to grant that approval, clearance or non-opposition; and
(b) that Scheme Condition would have been fulfilled if DP World had:
(i) (in the case of paragraph 5.5.2(a)(i)) confirmed in writing to Imperial
that the relevant terms and conditions are satisfactory to DP
World; or
(ii) (in the case of paragraph 5.5.2(a)(ii)) accepted the relevant terms
and conditions, and
in each case, the Scheme lapses as a result of the non-fulfilment of that
Scheme Condition; and
(c) all Scheme Conditions (other than any Scheme Condition referred to in
paragraph 5.5.2(b) and the TRP Compliance Certificate Condition) have been
fulfilled or, if applicable, waived in accordance with the TIA,
then DP World shall pay to Imperial the Break Fee Amount within 10 business days of
written demand therefor by Imperial.
5.6 DP World shareholder guarantee
DP World's sole shareholder, DP World FZE, guarantees to Imperial, as a primary and
independent obligation, the full and punctual performance by DP World of all of DP World's
obligations under the TIA.
6. ADR HOLDERS
Holders of Imperial's ADRs will be entitled to vote on the Proposed Transaction as provided for
under the terms of the deposit agreement between those holders, Imperial and the Bank of New
York Mellon ("ADR Depositary") dated 26 June 1996. The ADR Depository will provide further
details to the ADR holders in relation to voting on the Scheme in due course. Upon implementation
of the Scheme, the Imperial Ordinary Shares represented by the ADRs will be acquired by
DP World and the Scheme Consideration will be payable to ADR holders, following which
Imperial's ADR programme will be terminated.
7. CASH CONFIRMATION
In compliance with regulations 111(4) and 111(5) of the Companies Regulations, 2011 which
were published in terms of the Companies Act (the "Companies Regulations"), the TRP has
been provided with a written irrevocable confirmation from Deutsche Bank (in a form approved by
the TRP) that sufficient cash is held in escrow for the payment of the aggregate Scheme
Consideration and the Ukhamba Consideration (as defined in paragraph 8.2 below). Such cash
has been funded to DP World by the DP World Parent.
8. UKHAMBA OFFER
8.1 At the date of this announcement, Ukhamba holds 5,204,953 deferred ordinary shares of
ZAR 0.04 each ("Imperial Deferred Shares") in the issued share capital of Imperial, which
are the only deferred ordinary shares in the issued share capital of Imperial.
8.2 DP World has therefore made to Ukhamba, and Ukhamba has accepted, a comparable offer
("Ukhamba Offer") to purchase all of the Imperial Deferred Shares from Ukhamba for an
aggregate price of ZAR 219,507,816 ("Ukhamba Consideration"), such aggregate amount
being calculated by multiplying ZAR 66 by the number of Imperial Deferred Shares which are
capable of being converted into Imperial Ordinary Shares.
8.3 The sale arising from the acceptance of the Ukhamba Offer is subject to the following
suspensive conditions:
8.3.1 the Scheme shall have become operative;
8.3.2 the shareholders of Ukhamba shall have passed such resolutions as may be necessary
to amend Ukhamba's memorandum of incorporation ("MOI") to the extent necessary to
authorise Ukhamba to dispose of the Imperial Deferred Shares pursuant to the
Ukhamba Offer, and such resolutions shall have been filed with the Companies and
Intellectual Property Commission; and
8.3.3 the shareholders of Imperial shall have passed such resolutions as may be necessary
to amend the memorandum of incorporation of Imperial to permit the transfer of the
Imperial Deferred Shares to DP World, and such resolutions shall have been filed with
the Companies and Intellectual Property Commission.
8.4 Ukhamba has also given to DP World an irrevocable undertaking to vote in favour of the
Scheme Resolution, which undertaking is also subject to Ukhamba's MOI being amended to
the extent necessary to authorise that vote by Ukhamba.
9. LONG-TERM INCENTIVE SCHEMES
9.1 Imperial currently has three long-term incentive schemes in place, namely a deferred bonus
plan ("DBP"), a share appreciation rights scheme ("SARS") and a conditional share plan
("CSP").
9.2 All rights under the DBP will have vested prior to the implementation of the Scheme and
participants in the DBP will accordingly acquire Imperial Ordinary Shares that may be acquired
in terms of the Scheme.
9.3 Certain of the rights granted under the CSP and SARS will, subject to the fulfilment of
performance conditions, vest prior to the implementation of the Scheme and then either be
settled in:
9.3.1 Imperial Ordinary Shares that may be acquired in terms of the Scheme; or
9.3.2 cash at the Scheme Consideration as soon as reasonably possible after the Scheme
has been implemented.
9.4 The Imperial Board has resolved to apply the rules of the CSP and the SARS to the rights
granted under the CSP and SARS which have not vested prior to the implementation of the
Scheme ("Unvested Rights") and accordingly:
9.4.1 a time pro-rated portion of those Unvested Rights shall vest on the change of control of
Imperial pursuant to the implementation of the Scheme as adjusted as set out
below; and
9.4.2 use its discretion by determining that 65.17% (in value) of the time pro-rated portion of
those Unvested Rights referred to in paragraph 9.4.1 will be settled in cash as soon as
possible after implementation of the Scheme ("Accelerated Rights") whilst the
remaining 34.83% (in value) of those aforementioned Unvested Rights will lapse.
9.5 In accordance with the CSP and the SARS, Unvested Rights that do not become Accelerated
Rights and that do not lapse will remain subject to the CSP and SARS ("Remaining Rights"),
but the rules of the CSP and the SARS will be amended, among other things, to take into
account the Delisting after implementation of the Scheme, and provide that the Remaining
Rights will be cash settled at the Scheme Consideration.
9.6 As a result of the aforegoing, no comparable offer will be extended by DP World for any vested
rights referred to in paragraph 9.2 and 9.3 above, Unvested Rights, Accelerated Rights or
Remaining Rights.
10. SHAREHOLDING OF DP WORLD AND CONCERT PARTIES IN IMPERIAL
As at the date of this announcement, neither DP World nor any person acting in concert with
DP World holds or controls (directly or indirectly) any Imperial Ordinary Shares or options to
acquire Imperial Ordinary Shares.
11. SHAREHOLDER SUPPORT
11.1 DP World has received the binding irrevocable undertaking referred to in paragraph 8.4 above
from Ukhamba, which holds 17,550,436 Imperial Ordinary Shares constituting 9.14% of the
total issued Imperial Ordinary Shares.
11.2 DP World has received a non-binding letter of support from Abax Investments Proprietary
Limited, which holds 14,933,125 Imperial Ordinary Shares constituting 7.78% of the total
issued Imperial Ordinary Shares, confirming its support for the Proposed Transaction on a
non-binding basis.
12. INDEPENDENT BOARD AND FAIR AND REASONABLE OPINION
12.1 In accordance with the Companies Regulations, Imperial has constituted the Independent
Board, comprising GW Dempster, HO Adesola, CJ Anammah, P Cooper, NB Duker, D Reich
and RJA Sparks, to consider the terms of:
12.1.1 the Proposed Transaction and provide the Imperial Ordinary Shareholders with its
opinion on the Scheme and the Scheme Consideration; and
12.1.2 the Ukhamba Offer and provide the holder of the Imperial Deferred Shares (being
Ukhamba) with its opinion on the Ukhamba Offer and the Ukhamba Consideration.
12.2 In accordance with the Companies Act and the Companies Regulations, the Independent
Board appointed UBS South Africa Proprietary Limited ("Independent Expert") as an
independent expert acceptable to the TRP, and the Independent Expert has provided the
Independent Board with a report in which it, among other things, expresses the opinion that
the Scheme Consideration and the Ukhamba Consideration are fair and reasonable
("Report").
12.3 As a result, the Independent Board has:
12.3.1 unanimously and unconditionally concluded that the Scheme Consideration and
Ukhamba Consideration are fair and reasonable; and
12.3.2 resolved to recommend to the Imperial Ordinary Shareholders that they vote in favour
of the Scheme and to Ukhamba that it accepts the Ukhamba Offer.
13. RESPONSIBILITY STATEMENTS
13.1 DP World (to the extent that the information relates to DP World) accepts responsibility for the
information contained in this announcement and, to the best of DP World's knowledge and
belief, that information is true and this announcement does not omit anything likely to affect
the importance of the information included.
13.2 The Independent Board (to the extent that the information relates to Imperial) accepts
responsibility for the information contained in this announcement and, to the best of the
Independent Board's knowledge and belief, that information is true and this announcement
does not omit anything likely to affect the importance of the information included.
Johannesburg
8 July 2021
For queries contact:
DP World Investor Relations
Redwan Ahmed
Email: redwan.ahmed@dpworld.com
Imperial Investor Relations
Esha Mansingh
Email: esha.mansingh@imperiallogistics.com
Corporate Adviser to Imperial: Morgan Stanley
Legal Adviser to Imperial: Bowmans
Independent Expert to Imperial: UBS South Africa Proprietary Limited
JSE Sponsor and Corporate Broker to Imperial: Rand Merchant Bank (a division of FirstRand Bank Limited)
Financial Adviser to DP World: Deutsche Bank
South African Legal Adviser to DP World: Webber Wentzel
International Legal Adviser to DP World: Clifford Chance LLP
Date: 08-07-2021 07:05:00
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