Imperial Holdings’ board has resolved to proceed with the unbundling of its Motus automotive business, it announced on Thursday.
The JSE-listed company has previously indicated its plans to restructure its operations into two large independent and self-sufficient businesses – one holding the automotive business and the other the logistics business.
“After considering whether the long-term prospects of Imperial Logistics and Motus will be enhanced by them being separately listed, the board believes the separation of the two divisions will enable the components part of Imperial’s businesses to operate in a more focused and efficient manner, thereby allowing each of the businesses to achieve their respective strategic goals and unlocking value for shareholders over the long term.
“This strategic decision to separate the business operations and management of Imperial will provide shareholders with the opportunity to participate directly in Imperial Logistics and/or Motus,” the company said on Thursday.
The unbundling will be implemented through the transfer of all of Imperial’s automotive related interests to Motus Holdings, a wholly-owned subsidiary of Imperial, in terms of an asset-for-share transaction; a distribution in specie of the shares in Motus Holdings to shareholders in terms of Section 46 of the South African Companies Act; and the simultaneous listing of Motus Holdings on the main board of the JSE.
The company expects the Motus transaction and listing to be implemented during the fourth quarter of this year.
A general meeting for shareholder approval will be convened on or about October 30.
A formal debt syndication process, engagement with Imperial’s preference shareholders and the bondholder engagement process will start next month.
Post the unbundling, the existing structure of the Ukhamba broad-based black economic empowerment scheme will be replicated to ensure that all shareholders in Ukhamba Holdings retain the same economic rights they presently enjoy.
Further, in line with succession planning, on conclusion of the transaction, Osman Arbee will relinquish his role as CEO of Imperial to serve as CEO of Motus, while Marius Swanepoel will step into the role of CEO of Imperial, which will be renamed Imperial Logistics.
Swanepoel will retire as CEO in June 2019 but will remain as a director until December 31, 2019.
Current Imperial CFO Mohammed Akoojee will succeed Swanepoel as CEO from July 1, 2019. He will, in the meantime, be appointed CEO designate of Imperial Logistics to facilitate an orderly transition and handover.
George de Beer will step into the role of CFO of Imperial Logistics, while Ockert Janse van Rensburg will remain CFO of Motus.