| Tue 7 Jul 2009, 13:10 | | MKX - Milkworx Limited - Announcement of offer to shareholders of Ububele |
|
MKX
MKX
MKX - Milkworx Limited - Announcement of offer to shareholders of Ububele
Holdings Limited ("Ububele"),the associated acquisition of a controlling
interest in Ububele, potential change in control and change of name and renewal
of cautionary announcement
MILKWORX LIMITED
Incorporated in the Republic of South Africa)
(Registration number 1998/011074/06)
Share code: MKX ISIN: ZAE000058020
("Milkworx " or "the company")
ANNOUNCEMENT OF OFFER TO SHAREHOLDERS OF UBUBELE HOLDINGS LIMITED
("Ububele"),THE ASSOCIATED ACQUISITION OF A CONTROLLING INTEREST IN UBUBELE,
POTENTIAL CHANGE IN CONTROL AND CHANGE OF NAME AND RENEWAL OF CAUTIONARY
ANNOUNCEMENT
1 INTRODUCTION
Shareholders are advised that an agreement was signed on Thursday, 2 July 2009
between Milkworx and Ububele in terms of which Milkworx will offer to acquire,
from all Ububele shareholders, their shares in Ububele in the ratio of 3 465
Milkworx ordinary shares for every 100 Ububele shares held, with effect from 1
July 2009 ("the offer") or ("the acquisition").
2 BACKGROUND TO UBUBELE
Ububele was formed in 2002, and in 2007 became a public company, with a view to
listing on the Alternative Exchange ("AltX") of the JSE Limited ("JSE") within
three years of converting to a public company. The core areas of business of
Ububele include but are not limited to, the supply of agricultural products to
the agricultural sector, and the beneficiation of fresh produce such as fruit
and vegetables, both for the local and international markets. In addition,
Ububele had a 30.26% BEE shareholding as at 30 June 2009.
3 RATIONALE FOR THE TRANSACTION
The directors of both Milkworx and Ububele have identified key areas of synergy
between the two companies, including distribution and marketing networks,
production facilities and geographic footprint. It is believed that the
acquisition of Ububele by Milkworx will result in significant shareholder value
being unlocked for shareholders of both companies. The transaction will be a
reverse listing in terms of the JSE Listings Requirements.
4 TERMS OF THE OFFER
Milkworx will make an offer to all shareholders of Ububele in the ratio of 3 465
Milkworx ordinary shares for every 100 Ububele shares held. There are currently
217 880 437 Ububele shares in issue, and 1 158 936 928 Milkworx ordinary shares
in issue.
5 CONDITIONS PRECEDENT
The transaction is subject to the following conditions precedent:
* the passing of a board resolution by board of Ububele by 10 July 2009,
undertaking to accept the offer;
* the board of Ububele making a written recommendation to shareholders of
Ububele to accept the offer;
* the written irrevocable acceptance of the offer by a minimum of 90% of the
current Ububele shareholders by 31 July 2009;
* the prerequisite regulatory approvals, including JSE, Securities Regulation
Panel and Competition Commission approvals; and
* the approval of the offer to Ububele by Milkworx shareholders in general
meeting by 30 August 2009.
The JSE Alternative Exchange Advisory Committee has approved the listing of
Ububele on the AltX.
6 PRO FORMA FINANCIAL EFFECTS
The pro forma financial effects of the offer to Ububele shareholders are in the
process of being prepared and shall be announced shortly.
7 POTENTIAL CHANGE IN CONTROL
The acquisition and offer will constitute a change in control as defined in the
Securities Regulation Panel ("SRP") Code and application will be made to the SRP
to allow a waiver of an offer to Milkworx minorities.
8 NEW FINANCIAL DIRECTOR
Pursuant to the acquisition, Milkworx will appoint the Financial Director of
Ububele as the Financial Director of the new group.
9 CIRCULAR TO SHAREHOLDERS AND CHANGE IN NAME
A circular to shareholders of Milkworx, including a notice of general meeting,
is in the process of being prepared and shall be posted in due course.
Subject to all resolutions being approved by Milkworx shareholders, the name of
the company shall be changed to "Ububele Holdings Limited".
10 RENEWAL OF CAUTIONARY
Shareholders are advised to continue to exercise caution when dealing in
securities until an announcement is made detailing the pro forma financial
effects of the acquisition.
Johannesburg
7 July 2009
Designated Advisor
Arcay Moela Sponsors (Proprietary) Limited
(Registration number 2006/033725
Date: 07/07/2009 13:10:01 Produced by the JSE SENS Department.
The SENS service is an information dissemination service administered by the
JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or
implicitly, represent, warrant or in any way guarantee the truth, accuracy or
completeness of the information published on SENS. The JSE, their officers,
employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature,
howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
