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ITG
ITG
ITG - Integrear - Detailed Cautionary Announcement Regarding Acquisition
Of The Feedlot Business Of Tangeni Feedlot By Integrear
INTEGREAR LIMITED
(Registration number: 1989/001319/06)
Share Code: ITG
ISIN: ZAE000027231
("Integrear" or "the Company")
DETAILED CAUTIONARY ANNOUNCEMENT REGARDING ACQUISITION OF THE FEEDLOT
BUSINESS OF TANGENI FEEDLOT BY INTEGREAR
1. INTRODUCTION
Further to the cautionary announcement on 12th April 2007, the board
of directors announce that Integrear has entered into an agreement
on 14 April 2007 on terms of which Integrear will acquire the
business of Tangeni Feedlot (Proprietary) Limited.("Tangeni")("the
acquisition"). Mr Gert Leopold Ehlers is the ultimate shareholder of
Tangeni.
The purchase consideration to be paid in cash comprises:
- an amount of R4,004,400 in respect of all movable assets
(excluding cattle, feed, spares and diesel)to be confirmed
following due diligence procedures; and
- 100% of the value of all cattle, feed, spares and diesel to be
confirmed at stock take. The seller will stock the feedlot with
at least 7000 head of cattle in favour of the purchaser.
2. OVERVIEW OF TANGENI FEEDLOT
Tangeni`s business is a cattle feedlot business on a farm just
outside Dundee, Kwa-Zulu Natal which houses 8 000 head of
cattle. Once the calves reach their slaughter weight they are
slaughtered at abattoirs in the immediate area.
The meat is sold to butcheries and wholesalers in the Natal and
Gauteng areas.
3. RATIONALE FOR THE ACQUISITION
On 1 August 2006, Integrear was deemed to be a cash shell and
notified to that effect by the JSE. The acquisition of viable assets
is a prerequisite to avoid delisting.
The rationale for the acquisition is based on the repositioning of
Integrear`s business to optimise the opportunity in the growing red
meat retail sales and related supply chain industry. The cash shell
will be used as a listing vehicle.
In line with its strategy Integrear is in negotiations with certain
parties in respect off acquisitions within the retail sector to
strengthen its supply chain.
The effective date of the acquisition will be the date on which all
of the conditions precedent below is met.
4. CONDITIONS PRECEDENT
Implementation of the transaction will be subject, inter alia, to:
- the obtaining of the necessary regulatory approvals;
- the obtaining of the requisite shareholder approval in
general meeting;
- the obtaining of shareholder approval from the seller`s
shareholders in a general meeting;
- satisfactory completion of a due diligence on Tangeni by
Integrear;
5. CIRCULAR TO SHAREHOLDERS
The acquisition will constitute a Category 1 transaction in terms of
the JSE Listing Requirements. Accordingly, Integrear will be
required to issue a circular to shareholders containing full details
of the acquisition and to seek shareholder approval to undertake the
acquisition including a revised listing particulars.
The reverse listing is conditional upon the compliance with the
JSE`s listing requirements and approval. There is uncertainty with
regards to the reinstatement of the listing until the necessary JSE
approval is obtained.
6. RENEWAL OF CAUTIONARY
Further announcements will be made on SENS as soon as the financial
effects of the Transaction is finalised and any of the conditions
precedent have been fulfilled or waived, as the case may be.
Accordingly, Integrear shareholders are advised to exercise caution
when trading in their securities until such time as a further
cautionary announcement is made and announcements with regards to
acquisitions currently being negotiated.
7. SUSPENSION OF TRADING
Integrear has not acquired viable assets since disposing of its
entire business and becoming a "cash shell" with effect from 01
August 2006.The trading of Integrear`s securities have therefore
been suspended with effect from the commencement of business on
Monday, 23 April 2007. Should viable assets not be acquired within
the 3 months suspension period Integrear will be delisted.
Centurion
20 April 2007
Corporate Advisor
Grindrod Bank
Sponsor
Exchange Sponsors (Pty) Limited
Date: 23/04/2007 15:56:04 Produced by the JSE SENS Department.
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