Sharenet Sites 
Sharenet Sites
Category 2 Transaction: Disposal of the business, stock and fixed assets of Rolfes Colour Pigments International
ROLFES HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2000/002715/06)
Share Code: RLF & ISIN: ZAE000159836
("Rolfes" or "the Company")
CATEGORY 2 TRANSACTION: DISPOSAL OF THE BUSINESS, STOCK AND FIXED ASSETS OF
ROLFES COLOUR PIGMENTS INTERNATIONAL
1. INTRODUCTION
Shareholders are advised that Rolfes has entered into an agreement with Chromaflo Technologies
South Africa (Pty) Ltd. In terms of the agreement, Rolfes will dispose of the business, stock and fixed
assets of Rolfes Colour Pigments International (Pty) Ltd (a 100% subsidiary of Rolfes), for a purchase
consideration amounting to R36,2 million (“Purchase Consideration”) before adjustments referred to
under point 4.3
2. BACKGROUND TO ROLFES COLOUR PIGMENTS INTERNATIONAL
Rolfes Colour Pigments International (Pty) Ltd (“RCPI”) distributes a wide range of organic and
inorganic pigments and manufactures in-plant and point of sale dispersions.
3. BACKGROUND AND RATIONALE FOR THE PROPOSED TRANSACTION
RCPI has not delivered Rolfes’ required return for an extended period of time and a sale is therefore
considered to be in the best interests of Rolfes shareholders.
4. KEY TERMS OF THE PROPOSED TRANSACTION
4.1. Sale of assets and Effective Date
In terms of the agreement, adjustments based on closing inventory and fixed assets balances
as at 31 October 2019, may be applied to determine the final Purchase Consideration. These
adjustments will not exceed 10% (R3.62 million) of the Purchase Consideration.
The Effective date of the transaction is 1 November 2019.
4.2. The Purchase Consideration
The purchase consideration will be paid in cash on 4 November 2019 and the proceeds will be
used by the Company to reduce the Company’s debt.
4.3. Suspensive Conditions
There are no suspensive conditions to the Transaction Agreement other than the adjustments
that may be applied to the Purchase Consideration as set out above.
The Transaction Agreement contains legal warranties and indemnities which are considered
standard for a transaction of this nature.
5. PROFIT AND VALUE ATTRIBUTABLE TO RCPI
The value of the business, stock and fixed assets of RCPI as per the audited financial statements for
the 12 months ended 30 June 2018, were R35,4 million. The loss after tax attributable to RCPI for the
12 months ended 30 June 2018was R12,9 million; The loss off R12.9 million comprised of a trading
loss of R700,000 and impairments of R12.2 million. The audited financial statements for the 12 months
were prepared in terms of IFRS.
6. CATEGORISATION OF THE TRANSACTION
The Transaction will constitute a category 2 acquisition in terms of the Listings Requirements of the
JSE Limited. The Transaction is therefore not subject to Rolfes shareholder approval.
7. CAUTIONARY ANNOUNCEMENT
Shareholders are referred to the cautionary announcement released on the Stock Exchange News
Service on 26 July 2019. This announcement is unrelated to the aforementioned cautionary
announcement and accordingly, shareholders are advised to continue to exercise caution when dealing
in the Company’s securities until a further announcement is made in this regard.
Johannesburg
5 August 2019
Sponsor: Grindrod Bank Limited
Legal Advisor: Harris Billings Attorneys
Corporate Advisor: Apex Partners
Date: 05/08/2019 01:15:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
