Wrap Text
Replacement of Announcement Released on 3 September 2018
GO LIFE INTERNATIONAL LIMITED
(Incorporated in the Republic of Mauritius)
(Registration number: 098177 C1/GBL)
Primary Listing SEM share code: GOLI.N0000
Secondary Listing JSE share code: GLI ISIN: MU0330N00004
(“the Company” or “Go Life”)
Correction Of Information In The Sens Released On 3rd September 2018 Pertaining To The
Following Announcement
Acquisition Of:
-100% Of The Shares And Claims In Sportron International (Pty) Ltd (“Sportron”),
Heritage Resources Limited (“Heritage Resources”), Ascendis Health Direct Proprietary
Limited (“Ahd”), K2012021382 (South Africa) Proprietary Limited (“K2012021382”); And
-The Biobalance, Foodstate, Osteoflex And Homeoforce Brands (“Wellness Brands”)
Shareholders are advised that Go Life International Limited and Go Life Healthcare Limited
(“GLHC”), a wholly owned subsidiary of Go Life International, (jointly known as “Go Life”)
has entered into two agreements with Ascendis Health Limited (“Ascendis”) to acquire the
Wellness Brands and 100% of the shares and claims in Sportron, Heritage Resources, AHD
and K2012021382. Ascendis is not a related party to Go Life.
1.Description of Sportron
Sportron boasts a range of products that have been carefully formulated to help
maintain overall wellness and assist in certain conditions. The nutrient formulations
are among the best in its class and comply with international legal requirements.
2.Description of Heritage Resources
Heritage is principally involved in holding registered trademarks and earning royalty income
on assets.
3.Description of AHD
AHD (known as Ascendis Health Direct) is a leading network marketing company
specialising in the health industry. The company competes in the South African and
African markets (Nigeria) through a dedicated network of motivated sales representatives.
4.Description of the Wellness Brands
Foodstate, Biobalance, Osteoflex and Homeoforce are well known household health and
care brands in South Africa.
5.Consideration (“Purchase Price”)
Subject to the completion of the Conditions Precedent, the total Purchase Consideration
payable in respect of the Acquisitions is R50,000,000.00 in cash, as follows:
a) an amount of R20,000,000.00 (“first payment”), to be paid on the Effective Date;
b) Go Life Healthcare paying an amount of R20,000,000.00 (“second payment”) on or before
31 December 2018, provided that this payment shall accrue interest of 10% per annum
from the effective date until the second payment payment is made; and
c) an amount of R10,000,000.00 (“anniversary payment”), to be paid by Go Life Healthcare
on the first anniversary of the Effective Date.
In addition to the above, as at 30 June 2018, AHD owed an amount of R7,675,575.00 to
Ascendis Supply Chain, which is payable in three instalments, commencing 31 December 2018
and the last being by 31 December 2019.
6.Conditions Precedent and Effective Date
The effective date of acquisition is 10 September 2018 (“Effective date”) or such later
date as Go Life and Ascendis may agree in writing. All Conditions Precedent have been met
and the due diligence has been completed. The Transaction however remains subject to the
fulfilment of certain Conditions Subsequent as detailed in paragraph 7 below.
7.Conditions Subsequent
The agreements giving effect to the Acquisition are subject to the fulfilment or waiver
of the following conditions subsequent but no later than 30 September 2018:
a)AHD and Ascendis Supply Chain enter into a supply chain agreement on terms to the
satisfaction of Ascendis, acting reasonably and the Supply Chain Agreement becomes
unconditional in accordance with its terms;
b)AHD provides Ascendis with a general notarial bond over all of its stock of finished
products, raw materials and packaging in respect of finished products of Sportron
and Swissgarde products as security for the secured obligation of the second payment
as contemplated here above.
c)Go Life Healthcare provides Ascendis with a general notarial bond over all of its stock
of finished products of Biobalance, Osteoflex, Homeoforce and Foodstate products as security
for the secured obligation of the anniversary payment.
d)Swissgarde and Ascendis enter into a cession of book debts, pursuant to which, inter alia,
Swissgarde cedes in securitatem debiti all claims of whatsoever nature and howsoever arising
as at the effective date and may from time to time in the future have against Herbal Option
(Pty) Ltd to a maximum value of R13,000,000.00 to Ascendis as security for the due, proper and
timeous payment and performance by Go Life Healthcare in full of the Secured Obligation of the
anniversary payment.
8.Rationale for the Acquisition
The Acquisition will unequivocally place Go Life at the forefront of the healthcare industry in its
focus areas. Go Life has taken the initiative to differentiate itself from other healthcare providers
in South Africa by being accessible, innovative and affordable for each segment of the South African market.
The Sportron range of products is a perfect fit in the cutting edge technological sphere in which Go Life
operates, being nutraceuticals. Sportron boasts a range of nutrient formulations which are among the best
in the world. Go Life will seamlessly incorporate the Sportron range into its existing range of well known,
tried and tested products to create a collection of products for all members of society. This will place
Go Life in the midst of the lower and higher end of the market with product ranges for South Africans from
all walks of life.
AHD is expected to be the most promising prospect of the Acquisitions as it boasts an established and
ever-growing network of direct sales representatives. It is anticipated that this network will dramatically
escalate the sales of Go Life’ existing product range. The aim is to grow this existing network to make a
difference in value, in contribution and in perspective of each South African sales representative within
the network.
Further to the South African network, there is an additional network of direct sale representatives operating
in Nigeria. This opens Go Life to a market of 196 million people who are in dire need of accessible and affordable
healthcare and supplementary health products.
Go Life anticipates to incorporate the trademarks and patents vested in Heritage Resources into the existing
collection of Go Life trademarks and patents and will better leverage the potential of the product ranges across
the Go Life group of companies.
9.Financial Information
The year end for the entities acquired as part of the Acquisition is 30 June each year and the financial statements
have historically been prepared in accordance with International Financial Reporting Standards for Small-Medium Size
Entities. The annual financial statements are to be provided to Go Life on or before 31 December 2018. Certain of the
products operate as divisions.
Accordingly, the information has been extracted from unaudited management accounts, which reflect the following:
a)AHD Acquisition - net sales of R90.3 million, with a gross contribution of R13.2 million during the year ended
30 June 2018; and
b)Wellness Brands - net sales of R20.8 million, with a gross contribution of R4.8 million for Foodstate, Bio Balance,
Osteo Flex and Homeoforce, being the trade names acquired.
The net profit after tax and net asset value of the entities being acquired, as extracted from the draft Annual Financial
Statements for the year ended 30 June 2017, are set out below:
Net profit after tax for
the year Net asset value
Rand Rand
Sportron (1) 190 109 479 921
Heritage Resources (2) (721 864) 2 327 378
AHD (3) (4 853 527) 31 363 908
Swissgarde Proprietary Limited (4) 1 011 259 35 188 330
K2012021382 (not consolidated) (10 854) 27 225 336
TOTAL (4 384 877) 96 584 873
1.Applicable exchange rate, as at the date of this announcement, is N$ 1 to ZAR 1.
2.Applicable exchange rate, as at the date of this announcement, is GBP 1 to ZAR 18,96.
3.Includes management fees of R3,919,034 from Ascendis, which will be non-recurring following
the conclusion of the transaction.
4.Wholly-owned subsidiary of K2012021382, which company’s financial statements are not consolidated.
10.Classification of the Acquisitions
In accordance with the Listings Requirements of Stock Exchange Mauritius (“SEM”), the Acquisitions are not
classified as a Substantial Transaction and accordingly a circular and shareholder approval is not required.
Go Life International has its primary listing on the Stock Exchange Mauritius and a secondary listing on the AltX
of the JSE.
MAURITIUS
04 September 2018
FinAegis Ltd
(230) 214-2663
JSE Sponsor: Arbor Capital Sponsors Proprietary Limited
Date: 04/09/2018 04:58:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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