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CFO
CFO
CFO - Country Foods - Acquisition Of A Further 30% Shareholding In Midlands
Mushrooms Farms (Pty) Limited
COUNTRY FOODS LIMITED
(formerly Africa`s Best 346 Limited)
(Incorporated in the Republic of South Africa)
Registration number: 2005/018743/06)
(JSE code: CFO ISIN: ZAE000105052)
("Country Foods" or "the company")
ACQUISITION OF A FURTHER 30% SHAREHOLDING IN MIDLANDS MUSHROOMS FARMS (PTY)
LIMITED
1. INTRODUCTION
Shareholders are advised that an agreement has been signed whereby Country Foods
has purchased 30% of the issued shares in and claims against Midlands Mushrooms
Farms (Pty) Limited ("Midlands Mushrooms") from Kagiso Enterprises Rural Private
Equity Fund (Pty) Limited ("KERPEF") ("the vendor") ("the acquisition"). The
acquisition is not subject to any conditions precedent and is therefore
unconditional.
2. RATIONALE FOR THE ACQUISITION
The acquisition of Midlands Mushrooms increases Country Foods` shareholding in
Midlands Mushrooms from 50% to 80%. The balance of the shares in Midlands
Mushrooms will be held by Midlands Mushrooms staff.
The acquisition is part of Country Foods` strategy to increase its holding in
its subsidiaries. Through the acquisition, Country Foods has gained additional
BEE shareholding with KERPEF holding over 4% of the issued share capital in
Country Foods.
3. TERMS AND CONDITIONS OF THE ACQUISITION
3.1.1 On 6 December 2007 Country Foods entered into an agreement to
purchase, with effect from 1 December 2007, 30% of the issued share
capital in and claims against Midlands Mushrooms. The purchase
consideration is R5 500 000 and will be discharged by the issue and
allotment of 5 500 000 Country Foods ordinary shares at an issue price
of 100 cents.
3.1.2 KERPEF has undertaken, subject to KERPEF board approval, to purchase
an additional 7 145 545 ordinary Country Foods shares from current
shareholders on or before the 30 April 2008. After the purchase of
these shares Kagiso will hold approximately 10% shareholding in
Country Foods.
3.1.3 KERPEF will appoint a director to serve on the board of Country Foods.
4. FINANCIAL EFFECTS OF THE ACQUISITION
No financial effects are disclosed as the value of the transaction is less than
5% of the market capitalisation of Country Foods. The pro forma effect on the
net assets and net tangible assets per share, and earnings and headline earnings
per share is insignificant.
Johannesburg
13 December 2007
Designated adviser Exchange Sponsors
Attorneys for Country Foods Fluxmans
Date: 13/12/2007 17:12:30 Produced by the JSE SENS Department.
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