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Acquisition of 60% Interest in Allbuildco
CASHBUILD LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1986/001503/06)
(Incorporated in the Republic of South Africa)
ISIN code: ZAE000028320
Share code: CSB
("Cashbuild" or the "Company")
ACQUISITION OF 60% INTEREST IN ALLBUILDCO
1. Introduction
1.1. The board of directors of Cashbuild ("Board") is pleased to advise shareholders that on 7 April
2025, Cashbuild, through its wholly owned subsidiary Cashbuild Management Services (Pty) Ltd
("CMS"), entered into, inter alia, a subscription agreement (the "Subscription Agreement") to
subscribe for a 60% controlling interest in Allbuildco Holdings (Pty) Ltd ("Allbuildco") for
R93 million (the "Proposed Transaction").
1.2. Allbuildco will, through a wholly-owned subsidiary ("Opco"), own the assets and related liabilities
of three hardware and building material stores trading under the name Amper Alles in Silverlakes
and Rayton (both located in Pretoria), and Groblersdal (located in Limpopo) ("Target Stores").
1.3. The Target Stores are currently owned by Amper Alles Hardware City Silverlakes Proprietary
Limited, Amper Alles Hardware City Rayton Proprietary Limited and Amper Alles Hardware City
Groblersdal Proprietary Limited (collectively, the "Sellers").
1.4. The ultimate beneficial owners of the Sellers are Messrs Willem, Braam, Hendrik and Renier
Blignaut. The Sellers will hold the remaining 40% interest in Allbuildco and the current senior
management of the Target Stores, namely Messrs Braam and Hendrik Blignaut ("Executive
Management") will continue to manage Opco.
2. Rationale for the Proposed Transaction
2.1. The Proposed Transaction aligns with Cashbuild's strategy to become a market leader in the
hardware and building material sector in South Africa across all LSM bands.
2.2. Cashbuild believes that Allbuildco will provide the growth platform for Cashbuild to target a
customer base not previously serviced by Cashbuild.
2.3. Cashbuild's intention is to leverage its scale, experience and expertise to support the
development of Allbuildco in line with the growth strategy for the business.
3. Conditions Precedent
The implementation of the Proposed Transaction is subject to the fulfilment of the following
conditions precedent ("Conditions Precedent") by no later than 15 December 2025 ("Long-
Stop Date"):
3.1. each of the agreements to give effect to the Proposed Transaction become unconditional;
3.2. Allbuildco and Opco adopting new memoranda of incorporation, whose provisions will not
frustrate or relieve Cashbuild in any way from compliance with its obligations in terms of the JSE
Listings Requirements;
3.3. Opco and the Executive Management having signed employment and restraint agreements;
3.4. the conclusion of lease agreements between Opco and the landlords of each of the Target Stores
(being entities owned by the Sellers);
3.5. approval of the South African competition authorities; and
3.6. the Sellers having terminated the relevant franchise agreements in respect of the Target Stores.
4. Subscription Consideration
4.1. The subscription consideration is approximately R93 million ("Subscription Consideration"),
subject to certain adjustments in relation to working capital and net debt and is payable in cash
by CMS to Allbuildco on the effective date, being the date falling on the last business day of the
first full month immediately following the month in which the fulfilment of the Conditions Precedent
occurs ("Effective Date"), which is expected to take place no later than the Long-Stop Date.
4.2. The Subscription Consideration will be funded from Cashbuild's cash reserves and banking
overdraft facilities.
5. Other salient terms of the Proposed Transaction
5.1. In terms of the Shareholders' Agreement, Cashbuild and the Sellers have agreed to a series of
put and call options (the "Options") exercisable during the next five years, and which may result
in Cashbuild acquiring a further 10% to 40% interest in Allbuildco. The consideration for the
Options has been capped.
5.2. The Proposed Transaction is subject to terms and conditions, and warranties and indemnities
consistent with a transaction of this nature.
6. Financial information
6.1. The aggregate net profit after tax and the net asset value of the Sellers are R12.8 million and
R112.2 million, respectively, as extracted from the individual reviewed accounts of the Sellers for
the 12-month period ended 28 February 2024, which were prepared in accordance with
International Financial Reporting Standards for small to medium size entities, the quality of which
Cashbuild is satisfied with.
6.2. After adjusting for inter alia income and expenses of the Sellers not transferring to Opco, and,
similarly, assets and liabilities of the Sellers that do not form part of the Proposed Transaction,
the adjusted net profit after tax and the net asset value of the Target Stores to be delivered to
Allbuildco on the Effective Date are estimated by Cashbuild to be R18.1 million and R69.9 million,
respectively. This information is the responsibility of the Board and has not been reviewed and
reported on by Cashbuild's auditors.
7. Categorisation of the Proposed Transaction
The Proposed Transaction is categorised as a Category 2 transaction in terms of the JSE Listings
Requirements and involves no related parties.
Johannesburg
8 April 2025
Financial advisor to Cashbuild
Rand Merchant Bank, a division of FirstRand Bank Limited
Corporate advisor and Sponsor to Cashbuild
Nedbank Corporate and Investment Banking, a division of Nedbank Limited
Legal advisor to Cashbuild
Webber Wentzel
Legal advisor to the Sellers
Schindlers Attorneys
Date: 08-04-2025 12:05:00
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