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The Acquisition of the entire Shareholding in the Premier Plastics Group
TRANSPACO LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1951/000799/06)
Ordinary share code: TPC
Ordinary share ISIN: ZAE000007480
("Transpaco")
THE ACQUISITION OF THE ENTIRE SHAREHOLDING IN THE PREMIER PLASTICS GROUP
1. Introduction
Transpaco has entered into an agreement to acquire all of the issued shares of Premier
Plastics Proprietary Limited ("Premier") from Bundeena No 2 Proprietary Limited as
trustee for J Rubenstein Superannuation Fund, Sixone Proprietary Limited as trustee
for Tony Rubenstein Trust and Alessandra Bragazzi ("Sellers") who have agreed to
sell the shares to Transpaco with effect from 1 July 2025 ("Effective Date"), on certain
terms and subject to certain conditions (the "Acquisition").
None of the beneficial owners of the Sellers are related parties to Transpaco.
2. Overview of Premier
Premier, a privately held company, manufactures and supplies retail plastic carrier bags
to major fast-moving consumer goods retailers across South Africa, with its primary
supply focus in Gauteng and surrounding inland regions. Premier's products are sold
directly to customers and also through distributors.
Premier's manufacturing facility is located in Tshwane where it produces retail plastic
bags from both virgin and recycled raw materials. Its process encompasses extrusion,
printing, bagging and in-house recycling.
Premier wholly owns the issued shares in Polyethylene Recoveries Proprietary Limited
("Polyethylene Recoveries"), which operates as a recycler of various plastic materials
and a supplier of recycled High Density Polyethylene and Low Density Polyethylene
polymer raw materials for the production of retail carrier bags, refuse bags, and other
plastic products.
Apart from supplying Premier with its raw material requirements, Polyethylene
Recoveries also supplies raw materials to other third party customers.
3. Rationale for the Acquisition
The Acquisition presents a commercially attractive opportunity to broaden Transpaco's
market presence, particularly within the retail and wholesale customer sectors.
Premier's business model closely aligns with that of Transpaco. Consequently, the
Acquisition is anticipated to result in an enhanced ability to effectively serve customers.
Transpaco's market experience is envisaged to facilitate a seamless integration and
improved supply continuity. Furthermore, Premier satisfies all of the criteria in
Transpaco's expansion strategy, namely:
- products, procedures, services and manufacturing processes well known and
understood by Transpaco;
- an experienced and self-sufficient management team (senior management having
on average in excess of 30 years' experience in operating the business);
- sound growth prospects with opportunities to further expand local and export
markets;
- a strong track record of profitability and cash generation, which, along with; and
- an opportunity to grow an existing leg of a Transpaco operation.
4. Purchase Consideration
The purchase consideration payable for Premier is R128,000,000 less certain
adjustments (to the extent applicable), plus interest calculated from the effective date to
the closing date at prime overdraft rates, and includes a premium of R29,400,000 to the
book value of the net assets being acquired in terms of the Acquisition.
Transpaco will be financing the Acquisition from existing cash resources.
5. Net Assets and Profits of Premier
The value of the net assets to be acquired as at 1 July 2025 (being the date on which
the asset value of Premier in relation to the Acquisition is based) is R98,600,000.
For the financial year ending 30 June 2025, Premier generated turnover of
R503,000,000 and a Net Profit After Tax of R16,800,000.
The above statements are based on Premier's audited financial statements as
at 30 June 2025 which have not been audited by Transpaco's auditors and are provided
for information purposes only.
6. Conditions Precedent to the Acquisition
The Acquisition provide for customary warranties, indemnities, events of default and
other undertakings and is subject to standard suspensive conditions applicable to a
transaction of this nature, including a comprehensive due diligence investigation and
approval by the Competition Authorities.
7. Closing Date
The closing date (date of implementation) of the Acquisition will be 5 business days after
the last of the conditions precedent have been met and is estimated to be on or about
the end of March 2026.
8. JSE Categorisation
The Acquisition is categorised as a Category 2 Transaction in terms of paragraph 9.5(a)
of the JSE Listings Requirements and accordingly no shareholder approval is required.
Johannesburg
06 November 2025
Legal advisors to Transpaco
Cliffe Dekker Hofmeyr Incorporated
Sponsor to Transpaco
Investec Bank Limited
Date: 06-11-2025 10:16:00
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