Acqusition of controlling interests in Lieben and GLS Super Group Limited (Incorporated in the Republic of South Africa) (Registration number: 1943/016107/06) Share code: SPG ISIN: ZAE000161832 (“Super Group”) ACQUISITION OF CONTROLLING INTERESTS IN LIEBEN and GLS 1. Introduction and overview of the Transaction Super Group has concluded a subscription agreement with the shareholders of LiebenLogistics Proprietary Limited (“Lieben”) and a share purchase agreement with the shareholders of GLS Supply Chain Equipment Proprietary Limited (“GLS”) in terms of which Super Group Holdings Proprietary Limited (“the Purchaser”), a subsidiary of Super Group, will acquire a controlling interest in each of Lieben and GLS by way of a subscription for shares in Lieben comprising an approximate 65% shareholding holding in Lieben (“the Lieben Subscription”) and the purchase of shares comprising 51% of the issued shares in GLS from the current shareholders of GLS (“the GLS Purchase”) (as more fully described below). The shareholders of Lieben, who are party to the above subscription agreement, are Dalistep Proprietary Limited, Cherry Moss Trade and Invest 32 CC, Casadobe Props 99 CC and Harbour Lights 301 CC. The sellers in regard to the share purchase agreement are Leonhardt von Solms van Niekerk, Motive Mover Trading Proprietary Limited, Christel Thiart and the trustees of the Liebenberg Familie Trust, acting in their capacity as such. The Lieben Subscription and the GLS Purchase are linked transactions in that both of them must become unconditional and be implemented for either of them to be effective. 2. Nature of business Lieben is a diversified logistics and supply chain management company focused on providing transportation services to clients active in an assortment of industries including retail, meat, fresh produce and other cold-chain goods. In addition, Lieben transports dry goods for its extensive client base. Geographically the company operates from depots and satellite offices in Cape Town, Port Elizabeth, East London, Durban and Johannesburg. The Lieben operating fleet includes refrigerated trucks of between eight and 18 ton, as well as refrigerated pallet vehicles with the capacity to carry loads of between 16 and 30 pallets, in addition to other vehicles. The fleet operates locally in specific geographical nodes, as well as via an extensive long-haul distribution grid across South Africa as a whole. Lieben maintains contractual service delivery agreements and executes on-demand, point to point specialised transportation services for its wide-ranging client base. Over a period of more than 23 years Lieben clients have benefited from the company’s strategy of continuous investment in its fleet and crucial support services such as information technology, as well as its skills development and human talent enhancement activities. GLS is a leading supplier of returnable packaging solutions and outsourced equipment services to optimally manage, store and progress products through different supply chain operations. Its diverse client base relies on GLS to advise them on how to effectively create and manage efficient supply chains through the judicious utilisation and management of purposeful equipment and methodologies. The cost-saving benefits of the continued investment by GLS in the improvement of systems and technology is passed on to clients through efficiency enhancements in optimising equipment-use in end-to-end supply chain practises. Some of the key GLS success factors include the company’s ability to offer clients traceable, environmentally friendly equipment solutions that save cost. Through its extensive network of global leaders in supply chain equipment, the company stays in front of the latest trends and best-practise improvements. 3. Consideration The subscription price payable in regard to the Lieben Subscription is an amount of R498 775 800, which amounts to a forward PAT price earnings multiple of 8.1 times. The purchase price payable in regard to the GLS Purchase is R96 285 235 which amounts to a forward PAT price earnings multiple of 8.1 times if prescribed PAT warranties are achieved by GLS. In the event that an incubated business materializes by December 2019 and this business achieves warranted two year PAT targets, the purchase price payable could increase by R82 875 000, with a maximum potential payment of R204 000 000, based on a 6.5 times price earnings multiple. The forecasts have been prepared by the management of Lieben and GLS and are for illustrative purposes only. The aforementioned subscription and purchase prices plus costs will be settled by Super Group from cash resources. 4. Value of the net assets acquired and profits attributable to those assets 4.1. The net asset value of the Lieben Subscription will be a minimum of R98 752 531. 4.2. The forecasted profit after taxation associated with the above assets is R94,7million. 4.3. The net asset value of the GLS Purchase will be a minimum of R21 024 452. 4.4. The forecasted profit after taxation associated with the above assets is R23,3 million. 5. Rationale for the Transaction Super Group’s strategy over the past seven years has been to make selective acquisitions in its core businesses namely Supply Chain, Fleet Management and Dealerships in South Africa and internationally. The acquisition of the Business is in line with this strategy and represents an opportunity for the Group to significantly enhance its sphere and operations across the refrigerated and retail sectors in South Africa. The business also reinforces the Super Group position in both retail and other cold-chain distribution as well as the management of returnable packing solutions and systems. 6. Conditions precedent Both transactions remain subject to, amongst others,the following conditions precedent: 1. Approval of the transactions by the Competition Commission and the Competition Tribunal; 2. Other than the agreements referred to in 1 above, conclusion by the relevant parties of the related documentation necessary to give effect to the transactions; and 3. The Purchaser notifying Lieben and GLS that it is satisfied with the outcome of the due diligence investigations conducted by it in regard to Lieben and GLS. 7. Effective date Subject to the conditions precedent being met the effective date of the Transactions is expected to be 1 July 2019. 8. JSE categorisation The Transaction is a category 2 transaction in terms of paragraph 9.5(a) of the JSE Listings Requirements. Sandton 21 June 2019 Sponsor: Investec Bank Limited Date: 21/06/2019 03:52:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 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