Famous Brands Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1969/004875/06)
JSE Share code: FBR
ISIN code: ZAE000053328
(“Famous Brands” or the “Company”)


ANNOUNCEMENT RELATING TO THE PROPOSED ACQUISITION OF STEERS PROPERTIES
PROPRIETARY LIMITED AND HALAMANDARIS PROPS PROPRIETARY LIMITED


1. INTRODUCTION

  Famous Brands shareholders (“Shareholders”) are advised that the Company has entered into an
  agreement in respect of which it will acquire the entire share capital of (“Steers Shares”) and claims against
  (“Steers Claims”) Steers Properties Proprietary Limited (“Steers Properties”) and the entire share capital
  of (“Halamandaris Props Shares”) and claims against (“Halamandaris Props Claims”) Halamandaris
  Props Proprietary Limited (“Halamandaris Property”) (collectively the “Acquired Companies”) from Messrs
  Panagiotis Halamandaris, Periklis Halamandaris, Theofanis Halamandaris and John Lee Halamandres
  (collectively the “Sellers”) (the “Transaction”).

  Messrs    Panagiotis  Halamandaris,      Periklis  Halamandaris,     Theofanis          Halamandaris      and
  John Lee Halamandres are also the beneficial owners of the Acquired Companies.

  Mr John Lee Halamandres is a non-executive director and shareholder of Famous Brands, and Messrs
  Panagiotis Halamandaris, Periklis Halamandaris and Theofanis Halamandaris are shareholders of Famous
  Brands and associates to Mr Nicolaos Halamandaris, a non-executive director of Famous Brands. The
  Transaction is therefore deemed a small related party transaction in terms of the Listings Requirements of
  the JSE Limited (“JSE”).


2. RATIONALE FOR THE TRANSACTION

  The only assets of Steers Properties are Erf 664 Halfway House Extension 57 Township, Registration
  Division IR, Province of Gauteng, measuring 1,4786 hectares, held by Certificate of Consolidated Title No.
  64548/2001 and Portion 561 of the Farm Waterval No. 5 Registration Division IR, Province of Gauteng,
  measuring 1,4177 hectares, held by Certificate of Consolidated Title No. 65548/2001, situated at 478 James
  Crescent, Midrand, 1685 (collectively the “478 James Crescent Property”). On the date of the
  implementation of the Transaction Steers Properties will have no liabilities.

  The only asset of Halamandaris Property is Portion 276 (a Portion of Portion 2 of the Farm Waterval No 5,
  Registration Division IR, Province of Gauteng), measuring 1,0508 hectares, held by Deed of Transfer No. T
  24981/2021 situated at 37 Richards Drive, Midrand, 1685 (“37 Richards Drive Property”). On the date of
  the implementation of the Transaction Halamandaris Property will have no liabilities.

  The Company’s primary operations and head office have resided at the 478 James Crescent Property since
  1990 and has been continuously leased from Steers Properties.

  As a result of spatial capacity constraints, a plan has been developed which requires expansion and
  reconfiguration of the 478 James Crescent Property to better align with the Company’s supply chain plans
  and activities.
   Famous Brands is best placed to redevelop the 478 James Crescent Property and the 37 Richards Drive
   Property (collectively the “Properties”) together with a neighbouring property it owns in order to create a
   better functioning, fit for purpose campus at which its Gauteng Logistics operations can be consolidated, and
   efficiencies gained.

   Midrand remains the most suitable centre of gravity for the Gauteng Logistics operation.

3. OVERVIEW OF TRANSACTION

3.1. Information on the Properties

   The 478 James Crescent Property houses the Group’s Head office, Central support services, Signature
   Brands, AME, Retail and Supply chain administration teams. The Gauteng ambient warehouse, Sauce and
   Spice plants, former Gauteng bakery plant and Supply Chain Engineering team also operate from the 478
   James Crescent Property.

   The 37 Richards Drive Property neighbours the 478 James Crescent Property and will be utilised for
   expansion together with the property situated at 39 Richards Drive which was acquired by the Company in
   the previous financial year.

3.2. Purchase Price and settlement

   The purchase price for the Steers Shares, Steers Claims, Halamandaris Props Shares and Halamandaris
   Props Claims is an amount of R181 million (the “Purchase Price”) which is apportioned as follows:

   1. A purchase price of R166 million is payable by the Company in relation to the Steers Shares and the
      Steers Claims.

   2. A purchase price of R15 million is payable by the Company in relation to the Halamandaris Props Shares
      and Halamandaris Props Claims.

   The Purchase Price will be settled from the Company’s existing cash resources.

3.4. Independent fairness opinion

    In terms of paragraph 10.7 of the Listings Requirements, the Transaction is categorised as a small related
    party transaction.

    Accordingly, the board of directors of the Company (the “Board”) is required to provide the JSE with written
    confirmation from an independent professional expert confirming that the terms of the Transaction are fair
    insofar as the Shareholders are concerned (the “Fairness Opinion”). A positive Fairness Opinion is one of
    the conditions to the Transaction.

    In compliance with paragraph 10.7 (b) of the Listings Requirements, the Board appointed BDO Corporate
    Finance (Pty) Ltd (“BDO”) as independent expert to provide it with the Fairness Opinion.

    The Fairness Opinion has been submitted to the JSE for review, whereafter it will lie open for inspection at
    Famous Brands’ registered office, 478 James Crescent, Halfway House, Midrand, 1685, for a period of 28
    days from the date of issue. Shareholders will be kept informed in this regard.

3.5. Suspensive conditions

    In addition to receipt of a positive Fairness Opinion, the Transaction is subject to certain suspensive
    conditions, including (but not limited to):
        •   approvals from the relevant regulatory authorities, including, Competition Commission; and
        •   due diligence being completed to reasonable satisfaction of the Purchaser.

    The definitive transaction agreement, to give effect to the Transaction, contains warranties and indemnities
    customary for transactions of their nature.

4. FINANCIAL INFORMATION

   As set out in the audited annual financial statements for the year ended 31 March 2022 (prepared in terms
   of IFRS), 478 James Crescent Property was valued at R 170 million.

   As set out in the annual financial statements for the year ended 28 February 2022 (prepared in terms of
   IFRS) the 37 Richards Drive Property has been valued at R12.6 million. The annual financial statements
   were compiled by the external auditors and are unreviewed and unaudited.

   Since the 1st of October 2019, the Company has had a lease agreement with Steers Properties, in relation
   to the 478 James Crescent Property, with the current monthly rental payable of R1,801,330.47 (excluding
   VAT). The lease agreement will terminate in 2024.

5. EFFECTIVE DATE

   The effective date of the Transaction will be dependent on the fulfilment of the suspensive conditions to the
   Transaction.



11 October 2022

Sponsor and Corporate Broker
The Standard Bank of South Africa Limited

Independent Expert
BDO Corporate Finance (Pty) Ltd

Legal Adviser
ENSafrica