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ITR
ITR
Intertrading - Disposal of Macadamia Interests Further Cautionary Announcement
Intertrading Limited
(Incorporated in the Republic of South Africa)
(Registration number 1987/004777/06)
Share code ITR ISIN ZAE000015566
("Intertrading" or "the company")
DISPOSAL OF MACADAMIA INTERESTS FURTHER CAUTIONARY ANNOUNCEMENT
1. Introduction and terms
The board of Intertrading announces that, on 4 April 2007, Intertrading
reached agreement for the disposal of its macadamia interests, comprising
the entire issued share capital and shareholder`s loan in Inter Mayo
Macadamias (Pty) Ltd and a 50% interest in Intertrading Macadamias (Pty)
Ltd. ("the Macadamia interests") for a consideration of R11 500 000. The
effective date of the disposal is 31 March 2007.
The purchaser of the Macadamia interests is the Que Trust ("the
purchaser"), represented by Christiaan Johannes Lindeque. Mr Lindeque is a
director of and holds the other 50% interest in Intertrading Macadamias
(Pty) Ltd, and is therefore categorised by the JSE Limited ("JSE") as a
related party to Intertrading.
The consideration of R11.5 million will be settled in cash on the
satisfaction of the conditions precedent set out below.
Intertrading has provided normal warranties in respect of the Macadamia
interests for transactions of this nature.
2. Rationale for the disposal
The international prices achieved in the Macadamia nut industry have
softened considerably with prices reducing from an average of US$13.04 per
kg in 2005 to US$9.99 per kg in the 2006 season. The forecast for the
coming season is for prices to remain soft or to decline even further.
Consequently processing costs and commissions will be under increasing
pressure. Increased Macadamia plantings worldwide indicate that market and
cost pressures will remain an important element of the business for the
foreseeable future.
In the light of these circumstances and taking into account that
Intertrading does not control the Macadamia processing side of the business
the board has agreed to accept an offer for its entire Macadamia nuts
interests.
3. Conditions
The disposal is subject to certain suspensive conditions, of which the
following remain unfulfilled:
- approval of the Trustees of the Que Trust; and
- the requisite regulatory compliance and approval, including to the
extent required, JSE approval, approval of the Securities Regulation
Panel, shareholder approval and approval of the competition
authorities.
4. Further cautionary
A further announcement including the financial effects of the disposal will
be made in due course. Shareholders are accordingly advised to exercise
caution in dealing in the company`s securities until such further
announcement is made.
5. Categorisation of the transaction and further documentation
The disposal is categorised as a related party transaction and a Category 1
transaction in terms of the JSE Limited Listings Requirements. A circular
giving full details of the disposal and including a fair and reasonable
opinion from an independent expert is being prepared and will be posted to
shareholders in due course.
Johannesburg
2 May 2007
Sponsor and corporate adviser
Sasfin Capital
(a division of Sasfin Bank Limited)
Date: 02/05/2007 13:46:28 Produced by the JSE SENS Department.
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