| Wed 2 May 2007, 17:15 | | CBH - Country Bird Holdings Limited - Abridged Pre |
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JSE
CBH
CBH - Country Bird Holdings Limited - Abridged Pre-Listing Statement
COUNTRY BIRD HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2005/008505/06)
JSE share code: CBH ISIN: ZAE000094835
("CBH" or "the company")
(Previously AFRICA`S BEST 339 LIMITED)
Abridged Pre Listing Statement
1. Nature of business
1.1 Nature of business and background
CBH is a holding company incorporating large integrated poultry and stock feed
business operations in South Africa operating as Supreme Poultry (Proprietary)
Limited ("Supreme") and Nutri Feeds (Proprietary) Limited ("Nutri Feeds") and
poultry breeding operations in the region operating as Ross Africa.
CBH currently operates in South Africa, Botswana and Zambia CBH was incorporated
in South Africa (Pretoria) 23 March 2005.
- Supreme
Supreme is the third largest poultry producer in South Africa, with a market
share of approximately 10%*. It provides a complete range of fresh and frozen
products which are distributed nationally and employs 3 500 people.
* The market information on Supreme was obtained from SAPA.
- Nutri Feeds
CBH owns 50% of Nutri Feeds which has feedmills in Viljoenskroon, Bloemfontein
and Mafikeng. It currently produces 340 000 tons per annum which will be
expanded to 660 000 tons per annum.
- Ross Africa
Alpha Marketing Limited ("Ross Africa") has been afforded the rights to produce
and market the Ross Genetics package in sub-Saharan Africa (excluding South
Africa) and currently owns 100% of a grandparent breeding operation in Zambia
("Ross Zambia") and 60% of a parent breeding operation in Botswana ("Ross
Botswana"). Ross Zambia has a 50% market share in Zambia producing 165 000 day
old chicks per week and producing parent day old chicks for its own consumption
as well as for exports regionally. Ross Botswana is the only poultry breeding
operation in that country with a market share in excess of 60%, producing 240
000 day old chicks per week.
The management team of CBH has extensive operational, technical and financial
experience of the poultry industry in sub-Saharan Africa, supported by well
established management teams at each of the operating subsidiary companies.
1.2 Future prospects and strategy
- Growth in Poultry Consumption
There has been a substantial shift in consumption from beef to poultry.
Statistics show that from 1960 to 2005 in South Africa, the annual consumption
per capita of beef has dropped from 26kg to 13kg, whilst that of poultry has
increased from 2.5kg to 22.4kg over the same period. The emergence of a stronger
middle class consumer is also driving demand for chicken as these consumers
shift their consumption to chicken and therefore as South African consumers
continue to increase their consumption of chicken there will remain strong
demand in the local economy and Supreme expects to sell its additional
production volumes into this market.
- Growth in Animal Feeds
The growth in poultry consumption outlined above, will drive demand for animal
feed products. Due to improved procurement practices and enhanced economies of
scale Nutri Feeds should improve the net margin achieved on feed sales.
Due to the location of the company`s feed milling operations, opportunities
exist for exports to neighbouring countries.
- Expansion in Africa
As a result of the improving economies of many countries within sub-Saharan
Africa, prospects exist for growth within existing operations via increased
exports whilst new operations may be established in territories where Ross
rights have been awarded.
- Protein Diversification
CBH has recently acquired an interest in the assets of a beef processing plant
(trading as Klerksdorp Abattoir) as part of its longer term vision of becoming a
leading player in the broader protein production industry.
CBH will actively pursue acquisitions where synergies exist both within its core
business and longer term vision.
2. The Offer
The offer comprised of a private placing by Synapp International Limited
("Synapp") by way of an offer for sale of 65 484 760 ordinary shares in CBH with
par value of 1c each ("Shares" or "CBH shares"), at a price of between R4.85 and
R5.35 per CBH share ("offer price"), to:
- institutional investors in South Africa; and
- the private clients of selected stock broking companies in South Africa,
("the offer").
The offer was conditional on:
- the listing of all the issued CBH shares on the JSE Limited ("JSE"); and
- the disposal of a minimum of 37 419 863 shares in terms of the private
placing.
All the conditions in terms of the offer have been met.
The final offer price was determined as part of a "book-build" process in terms
of the private placement. The private placing was oversubscribed and the shares
were placed at R5.10 per CBH share in terms of the book building process. As a
result, CBH shares with a value of R333 972 276 were placed though the private
placing.
CBH will have 187 099 313 CBH shares in issue at the date of listing.
3. Purpose of the Pre-Listing Statement, Private Placing and Listing
The main purposes of the pre-listing statement, offer and listing are, inter
alia, to:
- introduce the offerees to CBH and to list CBH`s shares on the JSE;
- provide CBH with a further source from which capital can be raised, if
required, to facilitate future expansion or to carry out appropriate
acquisitions which may arise in the future;
- enhance CBH shareholder value;
- enhance the public profile and general public awareness of CBH; and
- attract and retain high quality staff by affording employees of CBH the
opportunity to participate further in the equity and future growth of CBH.
4. Directors
Name, age and Business address Occupation/
nationality function
Bryan Hugh Kent (61) 32 Humewood Links, Chairperson (Non-
South African River Club, 2149 Executive)
Carl Dennis Stein (52) 165 West Street, Director (Non-
South African Sandton, 2196 Executive)
Kevin William James Unit 16, Block 76, Chief Executive
(52) Silver Lakes Drive, Officer
Zimbabwean Tiger Valley Office
Park, Tiger Valley,
Pretoria, 0054
Geoffrey Philip Heath Unit 16, Block 76, Group Financial
(53) Silver Lakes Drive, Director
British Tiger Valley Office
Park, Tiger Valley,
Pretoria, 0054
5. Listing on the JSE
The JSE has approved the listing of 187 099 313 CBH shares on Thursday, 3 May
2007 in the Food & Beverage sector of the JSE (Food Producers - Farming and
fishing 3573) under the abbreviated name "CBH".
6. Pre-Listing Statement
Copies of the pre-listing statement may be obtained from the corporate office of
CBH, the sponsors or transfer secretaries, at the addresses detailed below:
CBH Investec Corporate Computershare
Unit 16, Block 76 Finance Investor Services
Silver Lakes Drive Second Floor 2004 (Pty) Ltd
Tiger Valley Office 100 Grayston Drive Ground Floor
Park Sandown 70 Marshall
Tiger Valley Sandton Street
Pretoria 2196 Johannesburg
0054 2001
Johannesburg,
02 May 2007
Bookrunner, Attorneys Auditors and
investment bank and reporting
sponsor accountants
Investec Corporate Smith Tabata Buchanan PricewaterhouseCo
Finance Boyes Inc opers Inc
Date: 02/05/2007 17:15:39 Produced by the JSE SENS Department.
