BOWLER METCALF LIMITED - Proposed Acquisition by Bowler Plastics Pty Ltd of the Business & Assets of Skye Plastics Pty Ltd

Proposed Acquisition by Bowler Plastics Pty Ltd of the Business & Assets of Skye Plastics Pty Ltd

BOWLER METCALF LIMITED
Incorporated in the Republic of South Africa
Registration number 1972/005921/06
Share code: BCF      ISIN: ZAE000030797
(“the Company”)

VOLUNTARY ANNOUNCEMENT IN RESPECT OF THE PROPOSED ACQUISITION BY BOWLER PLASTICS
PROPRIETARY LIMITED (“Bowler Plastics”) OF THE BUSINESS AND ASSETS OF SKYE PLASTICS
PROPRIETARY LIMITED (“Skye Plastics”)


1.       Introduction
         Shareholders are advised that on 17th November 2021, the Company, through its wholly-
         owned subsidiary, Bowler Plastics, entered into a conditional binding offer (“CBO”) with Skye
         Plastics in terms of which Bowler Plastics proposes to acquire, and Skye Plastics will sell, the
         business and assets of Skye Plastics as a going concern (“Proposed Acquisition”). Skye Plastics
         is the vendor and neither the entity or its owners are related parties to the Company as
         defined in the Listings Requirements of the JSE Limited (“JSE”).

2.       Description of Skye Plastics
         Skye Plastics, which was established in April 1994, continues today under the same ownership
         and manufactures rigid plastic packaging of the highest quality. Over the last 28 years, the
         management team has successfully built and sustained a strong customer and operations
         team with a step change in growth in the past three years. Skye Plastics partners with
         customers in product and mould design, ensuring maximum brand appeal and cost-
         effectiveness for each bottle and cap.

3.       Rationale for the Proposed Acquisition
         The Proposed Acquisition accelerates the expansion of Bowler Plastics into the medical and
         agricultural packaging sectors. In addition, it provides a platform from which to serve a
         broader emerging customer base with standard packaging in a changing personal care
         market. The acquired skills and machine capacity can seamlessly integrate into the various
         Bowler Plastics operations in support of the overall business growth strategy.

4.       Suspensive Conditions
         The Proposed Acquisition will be subject to the signing of a formal sale agreement as well as
         to the fulfilment of certain other suspensive conditions (“Suspensive Conditions”), including,
         inter alia:

         4.1 Bowler Plastics being satisfied with the outcome of a due diligence investigation into the
             business of Skye Plastics;
         4.2 final approval by the boards of directors of the Company and Bowler Plastics Board;
             and
         4.3 the conclusion of ancillary agreements

         It is intended that the Suspensive Condition in paragraph 4.1 above will be fulfilled on or
         before 14 December 2021 and subject to such fulfilment, the parties will finalise and sign a
         formal sale agreement. Any remaining Suspensive Conditions, with appropriate fulfilment
         periods assigned to them, will be contained in the formal sale agreement to be concluded.

         It is not anticipated that approval by the Competition Commission will be required as the
         Proposed Acquisition will be classified as a small merger, and no compulsory notification will
         therefore be required.

5.       Other salient terms of the Proposed Acquisition
         5.1 The employment of all permanent staff will be transferred by Skye Plastics to Bowler
             Plastics.
         5.2 Skye Plastics, its Managing Director and Operational Director will be subject to restraints
             of trade.

6.       Effective date of the Proposed Acquisition
         The effective date of the Proposed Acquisition is anticipated to be the first day of the calendar
         month following that in which the last of the Suspensive Conditions is fulfilled or waived.

7.       Warranties and other significant terms of the CBO
         The CBO contains certain representations and warranties by Skye Plastics in favour of Bowler
         Plastics. These, together with other fairly standard representations and warranties for a
         transaction of this nature, will be contained in the formal sale agreement to be concluded.

8.       Classification of the Proposed Acquisition
         The Proposed Acquisition falls below a Category 2 transaction in terms of the JSE Listings
         Requirements and therefore does not require approval from the Company’s shareholders and
         this announcement is made on a voluntary basis.

Cape Town
18 November 2021


Sponsor
AcaciaCap Advisors Proprietary Limited

Date: 18-11-2021 02:20:00
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