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ITG
ITG
ITG - Intergrear - Detailed cautionary regarding acquisition of the businesses
within the Best Cut Group
INTEGREAR LIMITED
(Registration number: 1989/001319/06)
Share Code: ITG
ISIN: ZAE000027231
("Intergrear" or "the Company")
DETAILED CAUTIONARY ANNOUNCEMENT REGARDING ACQUISITION OF THE BUSINESSES WITHIN
THE BEST CUT GROUP
INTRODUCTION
Further to the cautionary announcement on 20 April 2007, the board of directors
announce that Intergrear has finalised its negotiations in respect of the
further acquisitions mention in the previous announcement and has entered into
an agreement on the 19th of June 2007 in terms of which Intergrear will acquire
the businesses of the Best Cut Group "Best Cut" comprising of the business of:
Best Cut Factory (Pty) Ltd Food processing factory in Empangeni
Ranch Master (Pty) Ltd Abattoir operation in Empangeni
Best Cut Butcheries (Pty) Meat wholesaling operation in
Ltd Empangeni
Ranch Biltong (Pty) Ltd Biltong production operation in
Empangeni
Umhlatuze Butcheries (Pty) Retail operations in Richardsbay and
Ltd Empangeni
Best Cut Tanner (Pty) Ltd Retail operation in Empangeni
Beef Eaters (Pty) Ltd Retail operation in Richardsbay
The purchase consideration to be paid in cash comprises an amount of R
39,201,124 in terms of net asset value.
The ultimate shareholder in the Best Cut Group is Alexis Henry Steenkamp.
OVERVIEW OF BEST CUT
Best Cut has its head office and operations in Empangeni and Richardsbay,
KwaZulu Natal("KZN"). The business comprise of a abattoir operation, biltong
factory, meat processing and wholesale operation as well as five meat retail
stores. Best Cut`s processed products are distributed mainly in KZN, Gauteng
and Mpumalanga and supplies groups such as Shoprite Checkers, Boxer, Rhino Cash
and Carry, BCW Holdings.
RATIONALE FOR THE ACQUISITION
On 1 August 2006, Intergrear 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.
This acquisition follows the previous announcement relating to the acquisition
of the feedlot business of Tangeni Feeldot (Pty) Ltd. This acquisition provides
complimentary supply chain elements to augment the previously announced
acquisition, as well as a strategically important customer base into which to
expand.
The effective date of the acquisition will be 1 September 2007.
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 Best Cut by Intergrear;
CIRCULAR TO SHAREHOLDERS
The acquisition will constitute a Category 1 transaction in terms of the JSE
Listing Requirements. Accordingly, Intergrear 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.
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, Intergrear shareholders
are advised to exercise caution when trading in their securities until such time
as a further cautionary announcement is made.
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 Intergrear will be delisted.
Menlyn Pretoria
22 June 2007
Corporate Advisor
Grindrod Bank
Sponsor
Exchange Sponsors (Pty) Limited
Date: 22/06/2007 15:53:01 Produced by the JSE SENS Department.
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