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HUDACO INDUSTRIES LIMITED - Announcement regarding the renewal of a lease agreement with a related party

Release Date: 23/07/2021 13:45
Code(s): HDC     PDF:  
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Announcement regarding the renewal of a lease agreement with a related party

HUDACO INDUSTRIES LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1985/004617/06)
Share code: HDC & ISIN: ZAE000003273
(“Hudaco” or the “Company”)

ANNOUNCEMENT REGARDING THE RENEWAL OF LEASE AGREEMENTS WITH A RELATED PARTY

1.   INTRODUCTION

     Shareholders are advised that Hudaco Trading (Pty) Limited (“Hudaco Trading”), an 85% held subsidiary
     of Hudaco, has renewed its lease agreements (“Lease Agreements”) with Dufomo Investments
     Proprietary Limited (“Dufomo”) for a further period of three years in terms of which:

        1.1       Gear Pump Manufacturing (“GPM”), a division of Hudaco Trading, will continue to lease
                  premises located at 15 Moody Avenue, Epping 1, Cape Town (the “GPM Premises”); and

        1.2       Joseph Grieveson, a division of Hudaco Trading, will continue to lease the premises located at
                  332 Aberdare Drive, Phoenix Industrial Park, Phoenix, Durban (the “Joseph Grieveson
                  Premises”),

        collectively “the Premises” from Dufomo as set out in paragraph 3 below (the "Lease Renewals”).

        Mr GR Dunford, the chief executive officer of Hudaco, is an 82% shareholder of Dufomo, which owns
        the Premises.

     2. RATIONALE FOR THE LEASE RENEWALS

        The rationale for the Lease Renewals is to provide continuity to the businesses mentioned in section
        1 above, which have been renting these respective premises from Dufomo for over 17 years. The
        buildings and structures on these premises were purposely built to suit the requirements of the
        respective businesses and the businesses had already occupied these premises before being acquired
        by Hudaco during 2013.

     3. DETAILS AND TERMS OF THE LEASE RENEWALS

        In terms of the Lease Agreements, GPM and Joseph Grieveson will lease the Premises for a further
        period of 3 years from the commencement date of 1 July 2021. The monthly rentals payable in respect
        of the Premises, which includes an annual escalation of 7%, are set out in the table below:

         Period                                                 GPM Premises       Joseph Grieveson Premises
                                                                Monthly rental                 Monthly rental
                                                               (excluding VAT)                (excluding VAT)
         1 July 2021 to 30 June 2022                              R223 423.92                    R291 863.91
         1 July 2022 to 30 June 2023                              R239 063.59                    R312 294.38
         1 July 2023 to 30 June 2024                              R255 798.00                    R334 155.00

        The premises of GPM, a manufacturer and assembler of cast iron hydraulic gear pumps, comprise
        373m² of offices, inclusive of offices located in the factory and 2 469m² of factory and warehouse,
        828m² of foundry and 161m² of ablutions space.

        The premises of Joseph Grieveson, a manufacturer of ferrous and non-ferrous castings, comprise
        offices, warehouse and foundry space, measuring 3 661m².
       There are no outstanding conditions precedent relating to the Lease Renewals.

   4. FINANCIAL INFORMATION

       Hudaco incurs lease expenses of the amount set out in paragraph 3 above. The rental payable is
       deductible for tax purposes. Except for a right of use asset to be determined in terms of IFRS 16, there
       are no assets attributable to the Lease Renewals.

   5. CATEGORISATION AND SMALL RELATED PARTY TRANSACTION

       The entering into of the Lease Renewals is considered a “small related party transaction” in terms of
       section 10.7 of the JSE Listings Requirements as Hudaco will be transacting with a “related party”,
       being Dufomo and accordingly no shareholder approval is required provided that an independent
       expert has confirmed that the terms of the Lease Renewals are fair insofar as Hudaco shareholders
       are concerned.

       The board of directors of Hudaco has appointed Merchantec Capital (the “Independent Expert”) to
       provide an independent fairness opinion on the Lease Renewals (the “Fairness Opinion”) in
       compliance with paragraph 10.7(b) of the JSE Listings Requirements. The Independent Expert has
       considered the terms and conditions of the Lease Renewals and is of the opinion that the Lease
       Renewals are fair insofar as Hudaco shareholders are concerned. The Fairness Opinion is available for
       inspection at the registered office of the Company, Building 9, Greenstone Hill Office Park, Emerald
       Boulevard, Greenstone Hill, Edenvale, for a period of 28 days from the date of this announcement and
       may be obtained on request from Hudaco’s Company Secretary at natashap@acorim.co.za

Johannesburg
23 July 2021

Corporate advisor and Sponsor
Nedbank Corporate and Investment Banking, a division of Nedbank Limited

Independent Expert
Merchantec Capital

Date: 23-07-2021 01:45:00
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