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Mr Price to raise capital for acquisitions

Published: 25th May 2020
Author: Stock Exchange News Service (SENS)

Durban, KZN, SA – Mr Price Group wishes to affect a capital raise of up to 10% of the company’s ordinary issued shares at an appropriate point in time and as market conditions permit.
       The COVID-19 pandemic has brought about and highlighted significant risks across all business sectors. The company has established plans to mitigate these as best as possible in a very volatile and uncertain environment, with a focus on protecting existing operations. The nationwide lockdown in late March and April 2020 resulted in the group not being able to generate revenue. Despite this, the group’s current financial position remains sound, with positive cash resources and a debt-free balance sheet to support current business operations. This position has been achieved as a result of focus on a proven business model and strong financial discipline. Cash flow generation and balance-sheet strength will continue to be central to the group’s strategy and is aligned with the company’s founders’ mentality.
       Internal market research has identified attractive growth areas and a capital raise will enable the company to pursue and accelerate these growth opportunities, whether they are organic or acquisitive in nature. The board and management are of the view that market conditions will allow strong companies to capitalise on these opportunities whilst maintaining financial flexibility. The group needs to be well positioned to respond, with speed and agility, without being compromised by the status of prevailing equity markets at a particular time.
       In considering possible acquisitions, the company has set clear guidelines, including geography, market sector, growth opportunity, size and valuation. There is no ‘must acquire’ mentality as this would diminish financial discipline and the ongoing unwavering focus on investing for the long term. For the sake of providing further clarity to shareholders and potential investors, the company’s current focus is on identifying several growth opportunities in South Africa rather than favouring a single large acquisition or foreign markets.
       The following authorities will accordingly be requested from shareholders:
• the control of 10% of the authorised but unissued ordinary shares (equating to a maximum number of 25 704 573 ordinary shares);
• an issue of ordinary shares for cash not exceeding 10% of the issued ordinary share capital (equating to 25 704 573 ordinary shares); and
• the signature of documents.
Distribution of circular and notice of general meeting: The circular has been disseminated electronically and posted to shareholders today, Wednesday, 20 May 2020 and will contain the relevant notice to convene the general meeting of shareholders to be held at the Mr Price Group boardroom at Upper Level, North Concourse, 65 Masabalala Yengwa Avenue, Durban, on Monday, 29 June 2020 at 14h00 for the purpose of considering and, if deemed fit, passing with or without modification, the relevant proposed resolutions required to implement a specific issue of ordinary shares for cash.
       Copies of the circular may also be obtained from the group’s website at www.mrpricegroup.com or requested from the company secretary at jcheadle@mrpg.com.
Salient dates and times: Posting record date to determine which shareholders are entitled to receive the circular Friday, 15 May 2020
       Circular distributed to shareholders and announcement released on SENS Wednesday, 20 May 2020 Last date to trade in order to appear in the register on the meeting record date Monday, 15 June 2020 Meeting record date to determine which shareholders are entitled to vote at the general meeting Friday, 19 June 2020 Forms of proxy to be lodged with the transfer secretaries, for administrative purposes, by 14h00 on Thursday, 25 June 2020
General meeting held at 14h00 on Monday, 29 June 2020
Results of general meeting released on SENS on Monday, 29 June 2020
Action required by shareholders in relation to the general meeting
       As a result of the COVID-19 pandemic and the resultant lockdown restrictions on travel and the holding of public gatherings, it is no longer permissible nor possible to hold a shareholder meeting in person.
       Consequently, the general meeting will only be accessible through electronic participation, as permitted by the JSE Ltd. and the provisions of the Companies Act and the company's Memorandum of Incorporation. To this end, the company together with its share transfer secretaries, Computershare Investor Services (Pty) Ltd. (Computershare) shall host the general meeting on an interactive electronic platform, to facilitate remote participation by shareholders. Computershare shall also act as meeting scrutineer.
       Shareholders who wish to participate electronically at the general meeting are required to contact Computershare on proxy@computershare.co.za; or alternatively contact their office on +27 11 370 5000 as soon as possible, but in any event, for administrative purposes only, by no later than 14h00 on Tuesday, 23 June 2020. However, this will not in any way affect the rights of shareholders to register for the general meeting after this date, provided, however, that only those shareholders who are fully verified (as required in terms of section 63(1) of the Companies Act) and subsequently registered at the commencement of the general meeting, will be allowed to participate by electronic means. Shareholders wishing to vote, shall be assisted by Computershare where required and only through means of submitting their vote on the appropriate proxy form issued by Computershare as provided at the general meeting.
       Shareholders are strongly encouraged to submit votes by proxy before the general meeting. If dematerialised shareholders without “own name” registration wish to participate in the general meeting, they should instruct their CSDP or broker to issue them with the necessary letter of representation to participate remotely in the general meeting in person, in the manner stipulated in their respective custody agreements. These instructions must be provided to the CSDP or broker by the cut-off time and date advised by the CSDP or broker for instructions of this nature. Aside from the costs incurred by the company as a result of the hosting of the general meeting by way of a remote interactive electronic platform, which shareholders can choose to access, shareholders will be liable for their own network charges in relation to electronic participation at the general meeting. Any such charges will not be for the account of Mr Price Group and / or Computershare. Neither of Mr Price Group or Computershare can be held accountable in the case of loss of network connectivity or other network failure due to insufficient airtime, internet connectivity, internet bandwidth and / or power outages which prevents any such Shareholder from participating at the general meeting.
       Voting remotely through the above platform will not be allowed or possible. However, shareholders are reminded that they are still able to vote normally through proxy submission, despite deciding to so participate either electronically or not at all in the general meeting. Shareholders are strongly encouraged to submit votes by proxy in advance of the general meeting.
       Completed proxy forms should be delivered by email at proxy@computershare.co.za or by post to, Computershare, Rosebank Towers, 15 Biermann Avenue, Rosebank, Johannesburg, before the person(s) so empowered seeks to exercise any right granted to it under such instrument, and are requested to be lodged timeously so as to be received, for administrative purposes, by 14h00 on Thursday, 25 June 2020.
       The chairman may reject or accept any form of proxy which is completed and/or received otherwise than in accordance with the proxy notes, provided that he is satisfied as to the manner in which the shareholder concerned wishes to vote.
       Proxy forms delivered on the day of the meeting must be delivered by email to the company at proxy@computershare.co.za with a copy thereof to the company secretary of the company at jcheadle@mrpg.com to be received by both of them before the person so empowered seeks to exercise any right granted to it under such instrument.

SAVA virtual AGM on Wednesday

Published: 25th May 2020
Author: Press release

Johannesburg, Gauteng, SA – The Southern African Vinyls Associaton (SAVA) will be hosting its AGM on Wednesday, 27 May 2020 from 11:00 - 13:00 making use of the Zoom online technology.
       All current, past and potential members are welcome to attend as we review some of the highlights and successes of the past year, discuss our strategy for 2020 and provide you information and feedback on important developments that directly impact the PVC industry.
       Guest speaker will be Philipp Ciolek, Manager: Strategy & Consulting for Chemicals and Natural Resources Industry (Accenture Consulting) who will be joining us live from Düsseldorf in Germany to provide an update on "The Impact of Cov-19 on the global chemical industry".
       

Mail Info@savinyls.co.za to confirm attendance.

Tags: SAVA, AGM,

Restarting retail - 18/5/2020

Published: 18th May 2020
Author: Tony Dickson - S&V Editor
Baxter's: A good start, now back to 'normal'
Vanderbijlpark, Gauteng, SA – The first week was very busy, from Monday to Friday. Now it has slowed down to more-or-less what it was in March.
       Observing the regulations has been straightforward because I don't get lots of people coming to the store at the same time. We've been sanitizing their hands when they arrive, and everyone has been wearing masks. - Salim Tatel, member. Men's outfitter and men's and women's footwear. 1 store.
 
 
Bachelors Classic: 'Arrogant' customers a problem
Umhlanga, KZN, SA – This business is situated in a hotel complex, and the hotels haven't yet re-opened. I have, but business has been slow...on one day, I got a customer who spent R7000, but for the next 4 days I sold nothing.
       Following the sanitizing and distancing rules hasn't been difficult, but I have had problems with some arrogant shoppers who behave as if the rules don't apply to them, and I have had to ask them to leave.
       I've had to cancel some orders, which has really upset the suppliers, most of whom are selling imported items and who are taking a hiding. I expect to be in a position to re-order in 3 or 4 months' time, but it's going to be a slow process. - Suresh Parekh, member. Men's outfitter, 1 store.
 
 
Crossover: Rentals situation being resolved
Johannesburg, Gauteng, SA – The first week was good, but since then it has slowed down to below the levels of trading in March.
       Fortunately I'm not sitting on a lot of stock, and I haven't had to cancel any orders.
       Also, we have come to an arrangement with almost all our landlords. They've let us off 100% of April rentals, and for May, that varies between 50% and 75%. We're still talking to a couple of them. - Hashim Ismail, member. Mini-chain, 12 stores.

Restarting manufacturing - 18/5/2020

Published: 18th May 2020
Author: Tony Dickson - S&V Editor

We asked a number of manufacturers: Is it now feasible for you to restart general production, or have you already restarted? What is your order position like, and have there been cancellations? Are any of your staff refusing to come back to work for any reason, and if so, what reasons? 4 have so far responded:

 
The Little Slipper Co: Some great orders
Port Elizabeth, E Cape, SA – We started up production with 25% of the workforce on the 6th of May after ensuring the factory met all the added regulations.
       We had most of the requirements in place prior to lockdown, but had to apply for the permit we require, clean the factory after being closed for so long and finalise the risk assessment.
       The following Monday we moved up to 35% and on the 18th we will run with just under 50% of the workforce.
It has been challenging trying to plan production whilst being restricted on workplace capacity, however we are grateful to be allowed to open again so we can generate an income to pay our staff and the bills.
       We are in a fortunate position to have orders to produce and the Government Gazette allows us to produce all the footwear we make so we are not restricted by seasonality.
       We have had some cancellations and reductions in orders, but have seen some great sales in the first two weeks of retail being back. Long may this continue.
       Overall the majority of staff have been very willing and eager to return to work.
       We do have some staff who are reluctant to return due to health concerns or co-morbidities that do not allow them to.
       Other members of staff cannot return as they have no one to care for their children.
       I believe we have to be as accommodating as possible in these difficult times. - Jacky Hay, COO
 
 
 
Fred Footwear: Cautiously optimistic
Port Elizabeth, E Cape, SA – The current lockdown constraints creates an operational challenge. We are still adjusting to the ‘new norm’. I suspect that an early start (albeit small) would create an opportunity to adjust in an incremental manner, in the context of the ‘new normal’.
            We are currently participants in the Industrial wear/PPE value chain. This sub-sector has been relatively defensive in comparison to the fashion footwear  sector. However, it is uncertain how long this will continue in the post-CV era. Hence, we remain cautiously optimistic.
       We have some employees hesitant to return to work. The rationale is attributable to health/infection concerns of exposure to the Virus, whilst we suspect that some employees are waiting for financial assistance from the Government. - Rolland Eboru, member  
 
 
 
Labora: We'll have to wait and see
Durban, KZN, SA – We've started with 30% of our staff. It's  never a productive environment but sometimes it's important just to keep the wheels turning. It's also unpleasant when you got to only choose 30% of the staff and leave the rest out of it.
       It's tough times but we will survive.
         The next few months are going to be difficult and we have to wait and see how the market reacts to the scaling down of the lockdown. - Desmond Chunderlal, production director 
 
 
 
Dick Whittington Shoes: Summer prices will be a challenge
Durban, KZN, SA – We are only working on essential goods at this time.
       General production is expected to commence by mid-June or even later.
       There is little point in talking about an order position as Winter 2020 is closed for all intents and purposes. We do however have existing orders, either in WIP or unplanned, with a few cancellations. The bigger challenge we face is carrying orders into Summer 2020 at winter prices. The losses are considerable given the ROE and labour cost adjustment effective 1 July.
       I am not aware of staff refusing to come to work yet. - Arveen Boodhoo, MD

Plush takeover approved

Published: 18th May 2020
Author: By Gillian de Gouveia; Competition Tribunal
Pretoria, Gauteng, SA (May 13, 2020) – The Competition Tribunal has unconditionally approved the merger whereby Adcock Ingram Healthcare (Pty) Ltd (Adcock Ingram) will acquire Plush Professional Leather Care (Pty) Ltd (Plush).
       Adcock Ingram is a subsidiary of Adcock Ingram Holdings Limited. The acquiring group is a pharmaceuticals firm that manufactures, markets and distributes healthcare products. Of relevance to the transaction, is the acquiring group’s activity in the manufacture and supply of medical grade sanitisers and surface cleaners.
       Plush is a private company involved in manufacturing and distributing leather care and home cleaning products. Of relevance to the transaction is Plush’s activity in the manufacture and supply of “Plush Supreme” branded sanitisers and surface cleaners for household surfaces.
       The transaction does not present any competition or public interest concerns.
  On March 18, Adcock Ingram said:  Adcock Ingram is pleased to announce that it has concluded a Share Purchase Agreement to acquire 100% of the shares of Plush Professional Leather Care Proprietary Limited ('Plush' or the 'Business') for a confidential purchase price, payable in cash, (the 'Plush Acquisition').
       Plush is a well-established company offering an extensive range of homecare, cleaning and leather care products. Plush products are sold through most major retailers in South Africa and selected Southern African countries. Historically the Business generates revenue in excess of R200 million per annum.
       The Board of directors of Adcock Ingram considers the Plush Acquisition an attractive investment opportunity to enter the homecare category.
       Rationale for the Plush Acquisition:
- The Plush Acquisition is firmly in line with Adcock Ingram’s strategy of diversifying into less regulated product classes in the consumer sector. Further, Plush’s product portfolio has no overlap with Adcock Ingram’s existing portfolio. It will enable the establishment of a homecare business within Adcock Ingram that already has critical mass, allowing us to compete in this category in the Southern African market.
- The Plush brand is well established with strong support and awareness from both retailers and consumers. The brand has excellent potential for further line extensions into adjacent product categories.
- The existing senior management team, who are also the exiting shareholders of Plush, have been a crucial component of Plush’s success and continued growth over the last 10 years. As part of the transaction, this team has agreed to remain involved with the company for minimum periods of between 12 and 18 months. This will facilitate an orderly and sustainable transition of the Business into the Adcock Ingram group.
       The Plush Acquisition is not a categorized transaction in terms of the JSE Limited Listings Requirements. Accordingly, no shareholder approval is required to conclude this transaction and this announcement is published voluntarily.
       The Plush Acquisition is subject to regulatory and competition authorities approvals and other suspensive conditions typical for a transaction of this nature. A further announcement regarding the implementation of the Plush Acquisition will be made at the appropriate time.
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