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.