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Category 2 acquisition announcement and withdrawal of cautionaryannouncement
HOSKEN PASSENGER LOGISTICS AND RAIL LIMITED
(Incorporated in the Republic of South Africa)
Registration number: 2015/250356/06
Share code: HPR
ISIN: ZAE000255907
(“Company”)
CATEGORY 2 ACQUISITION ANNOUNCEMENT AND WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
1. INTRODUCTION
Shareholders are referred to the cautionary announcement released on SENS on 7 June
2019 advising shareholders that the Company has entered into negotiations to purchase
the remaining shareholdings not already held by its wholly-owned subsidiary, Golden
Arrow Bus Services (Pty) Ltd (“GABS”), in Sibanye Bus Services Proprietary Limited
(“Sibanye”) and Table Bay Area Rapid Transport Proprietary Limited (“TBRT”), with a
view to expanding HPLR’s interest in its bus and transport operations in the Western
Cape.
Shareholders are advised that GABS has concluded sale of shares agreements (“Sale
Agreements”) with the remaining shareholder of Sibanye and TBRT, being Siyakhula
Bus Services Proprietary Limited ("Siyakhula") to purchase the shares held by Siyakhula
in Sibanye and TBRT (“Sale Shares”), constituting approximately 33.3% of Sibanye's
issued share capital and approximately 24.97% of TBRT's issued share capital
(collectively, the "Siyakhula Transactions").
CATEGORY 2 TRANSACTION
The Siyakhula Transactions constitute a category 2 transaction in terms of the JSE
Limited Listings Requirements, when determined on an aggregated basis. Please see
paragraph 4 below for further details regarding the purchase consideration payable in
relation to the Siyakhula Transactions.
2. DESCRIPTION OF THE ASSETS
Sibanye is a joint venture established in 2001 between GABS and two emerging bus
operators, Abahlobo Transport Service Proprietary (“Abahlobo”) and Siyakhula. Sibanye
operates buses and provides services from, inter alia, Atlantis to the Cape metropole.
TBRT has been an official MyCiTi Vehicle Operating Company for the City of Cape Town
since 2013. It primarily operates the trunk service along the Atlantic seaboard, as well as
feeder routes in Atlantis and the Cape Town central business district.
GABS currently holds 75.03% of the issued share capital of TBRT and 66.67% of the
issued share capital of Sibanye. On the Effective Date (as defined in paragraph 6 below)
GABS will hold 100% of TBRT and 100% of Sibanye.
3. RATIONALE FOR THE SIYAKHULA TRANSACTIONS
In line with the Company’s strategy to expand its interests in transport related businesses,
the Company identified the opportunity to increase its interests in two transport companies
in respect of which GABS already holds a majority interest and is responsible for the
management and day to day operations.
4. PURCHASE CONSIDERATION
The aggregate purchase consideration in respect of the Siyakhula Transactions is
R65,823,132 (“Purchase Consideration”), comprised as follows:
- a purchase consideration of R26,583,332 in respect of the Sale Shares in Sibanye;
and
- a purchase consideration of R39,239,800 in respect of the Sale Shares in TBRT.
GABS shall pay the Purchase Consideration to Siyakhula on the Effective Date (as
defined in paragraph 6 below).
5. CONDITIONS PRECEDENT
The suspensive conditions applicable to each of the Siyakhula Transaction agreements
have been fulfilled and the transaction agreements are therefore unconditional.
6. EFFECTIVE DATE OF THE SIYAKHULA TRANSACTIONS
The Effective Date of both Siyakhula Transactions shall be 31 July 2019 (“Effective
Date”). Delivery and payment in respect of the Sale Shares in respect of both Siyakhula
Transactions will take place on the Effective Date.
7. FINANCIAL INFORMATION
The value of the net assets, as at 31 March 2019, of Sibanye was R51,776,000 and of
TBRT was R86,895,000.
The net profit after tax for the 12 months ended 31 March 2019 was R16,664,000 for
Sibanye and R22,827,000 for TBRT.
The above financial information is based on the unaudited management accounts for
Sibanye and TBRT, respectively, for the 12 months ended 31 March 2019. The
management accounts were prepared in terms of the Company’s accounting policies.
The Company is satisfied with the quality of the management accounts of Sibanye and
TBRT, which were prepared under the supervision of GABS management. The
management accounts have not been audited.
8. WARRANTIES
Both Siyakhula Transaction agreements contain representations and warranties by
Siyakhula in favour of the Company which are standard for transactions of this nature.
9. WITHDRAWAL OF CAUTIONARY
Shareholders are hereby advised that as the particulars of the Siyakhula Transactions
have now been announced, caution is no longer required to be exercised by shareholders
when dealing in the Company’s securities.
10. OTHER
The Company confirms, for purposes of paragraph 9.16 of the JSE Limited Listings
Requirements, that nothing in the constitutional documents of TBRT or Sibanye will, in
any way, frustrate or relieve the Company from compliance with the JSE Limited Listings
Requirements.
Cape Town
20 June 2019
Sponsor Legal adviser
Investec Bank Limited ENSafrica
Date: 20/06/2019 04:12:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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