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Announcement regarding the acquisition of the trading assets and liabilities of Brigit

Published: 2023-05-30 11:40:30 ET
<<<  go to JSE:HDC company page
                                    HUDACO INDUSTRIES LIMITED
                             (Incorporated in the Republic of South Africa)
                                (Registration number 1985/004617/06)
                                Share code: HDC & ISIN: ZAE000003273
                                               (“Hudaco”)


 ANNOUNCEMENT REGARDING THE ACQUISITION OF THE TRADING ASSETS AND LIABILITIES OF
 BRIGIT FIRE (PROPRIETARY) LIMITED, BRIGIT SYSTEMS (PROPRIETARY) LIMITED AND PORTAGAS
                                 (PROPRIETARY) LIMITED


1.   INTRODUCTION
     Shareholders are advised that Hudaco has entered into an agreement (“the Agreement”) with
     Brigit Fire (Proprietary) Limited, Brigit Systems (Proprietary) Limited and Portagas (Proprietary)
     Limited (collectively “Brigit” or “the Seller”) to acquire the trading assets and liabilities of Brigit
     with effect from the first day of the month following the fulfilment of the final suspensive
     conditions as set out in paragraph 4.3 below (“the Effective Date”) (“the Transaction”). The
     Effective Date is expected to be 1 September 2023

2.   DESCRIPTION OF BRIGIT
     Brigit is a South African group that offers “One Source Total Fire Protection” that includes fire
     detection, fire containment protection and fire suppression systems. Brigit distributes several
     products that it has developed itself, along with leading international products, throughout Sub-
     Saharan Africa. The products offered are singularly focused on fire security and safety disciplines,
     specifically required for commercial and industrial applications. Brigit has 65 employees in three
     locations in South Africa and generates revenue of about R215 million per year.

     The ultimate beneficial owner of Brigit is Van Zyl Trust, the beneficiaries of which are Deon van
     Zyl and his immediate family members. The Seller is not a “related party” as defined in terms of
     the JSE Limited Listings Requirements (“JSE Listings Requirements”).

3.   RATIONALE FOR THE TRANSACTION
     Hudaco specialises in the importation and distribution of selected high-quality branded
     automotive, industrial and electronic consumable products, mainly in the southern African
     region. One of Hudaco’s key strategies is to acquire new businesses in similar fields of activity
     when the opportunity arises.

     The Transaction is consistent with Hudaco’s strategy of diversifying its portfolio. The business of
     Brigit is an ideal fit for Hudaco in that it focuses on supplying quality, branded products and
     services, while providing significant value-add for the customer, which is an area of core
     competency of Hudaco. The fire security offering of Brigit will complement and enhance the
     range of products and services that Hudaco already offers to the security sector through its Elvey
     Security Technologies and Pentagon businesses. They will work together in developing their route
     to market and expanding the combined customer base. Hudaco will be able to utilise its
     experience and expertise in value-added distribution to enhance Brigit’s market position,
     resulting in long term benefits to shareholders.
4.   DETAILS OF THE TRANSACTION
     4.1 Purchase consideration
          The purchase consideration (“the Consideration”) will be a multiple of the average annual
          profit after tax (but excluding interest received) of Brigit for the two years following the
          Effective Date. The maximum Consideration is R315 million.

           The Consideration will be funded from cash generation, existing and (if necessary) new
           facilities and paid as follows:
           •       an initial amount of R143 million payable in cash on the Effective Date; and
           •       two tranches payable in cash on the first and second anniversary of the Effective
                   Date, based on actual average levels of profitability achieved in each of those years.

     4.2   Management
           Deon van Zyl, the managing director, has agreed to enter into a service contract for a period
           of two years and has, as part of the Agreement, entered into a restraint of trade
           arrangement in favour of Hudaco for a period of three years after his employment ceases.

     4.3   Conditions precedent
           The Transaction is subject to the completion of several suspensive conditions by no later
           than 24 August 2023, including:

           •     the satisfactory outcome of a due diligence review;
           •     approval from major suppliers and customers;
           •     the signing of a lease agreement over the primary premises;
           •     signing of a service agreement with the managing director; and
           •     Hudaco board approval and regulatory approvals, as applicable

           It is also subject to Competition Commission approval by 23 September 2023.

     4.4   Value of net assets and profit attributable to Brigit
           Brigit produced R36 million net profit after taxation in the financial year ended 28 February
           2023 and has committed to deliver a minimum of R55 million net trading assets on the
           Effective Date.

           The financial information has been compiled from the unaudited annual financial
           statements of the companies comprising Brigit for the year ended 28 February 2023, which
           have been prepared in terms of International Financial Reporting Standards for Small and
           Medium-Sized Entities.

5.   REPRESENTATIONS AND WARRANTIES
     The agreement contains representations and warranties by the parties in favour of one another
     which are standard for transactions of this nature.

6.   CATEGORISATION
     The Transaction has been classified as a category 2 transaction in terms of Section 9 of the JSE
     Listings Requirements and, accordingly, shareholder approval is not required.

Johannesburg
30 May 2023

Corporate advisor and sponsor
Nedbank Corporate and Investment Banking, a division of Nedbank Limited