| Mon 19 Oct 2009, 14:30 | | MKX - Milkworx - Fulfilment Of Condition Precedent In Relation To The |
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MKX
MKX
MKX - Milkworx - Fulfilment Of Condition Precedent In Relation To The
Acquisition
MILKWORX LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1998/011074/06)
Share code MKX ISIN ZAE000058020
("Milkworx" or "the company")
FULFILMENT OF CONDITION PRECEDENT IN RELATION TO THE ACQUISITION OF UBUBELE
HOLDINGS LIMITED ("UBUBELE"), DATE OF GENERAL MEETING, DETAILS OF THE
ACQUISITION AND REVISED LISTING PARTICULARS, OTHER RELATED TRANSACTIONS AND
SALIENT DATES
FULFILMENT OF CONDITION PRECEDENT
Pursuant to the announcements on SENS on 7 July 2009 and 3 September 2009, the
directors of Milkworx are pleased to advise that the condition precedent
requiring the written irrevocable acceptance of the offer by a minimum of 90%
of the current Ububele Holdings Limited shareholders by 31 October 2009 has
been fulfilled.
GENERAL MEETING
Shareholders are advised that the general meeting of Milkworx shareholders to
approve the acquisition of Ububele will be held at 10h30 on Thursday, 22
October 2009 at Arcay House II, Number 3 Anerley Road, Parktown, Johannesburg.
1.1 DETAILS OF ACQUISITION
History and nature of business of Ububele
Ububele Holdings commenced business in October 2002, initially as a privately
owned company. In order to ensure compliance with BEE requirements, the
majority shareholding, (now being 27.33%), was held by Mentele Investments
(Proprietary) Limited, a consortium of black investors.
Ububele`s business is best described as one of beneficiation. Agricultural
compounds are supplied to the farmer to protect and so maximise crops. Once
harvested, fruit and vegetables are returned to Ububele by the farmer for
beneficiation and export (e.g. fruit and vegetable juice concentrates to
Japan). Ububele will remain on the value adding sides of the beneficiation
process. It will not enter the mass food market i.e. production of staple
foods such as bread.
In 2007 Ububele became a public company as one of the first steps towards a
possible listing on the Alternative Exchange of the JSE Limited.
1.2 Product and service description
1.2.1 Agriculture
Ububele focuses on the development and distribution of high value and top
quality crop protection chemicals. In order to minimise risk and maximise its
edge in the market, the company determined that sustainability would be
secured through vertical integration - i.e. through Ububele owning both its
suppliers and distributors. The combined turnover of the Agricultural
division was R337 million for the 2009 financial year. The company outsources
all foreign currency management to a specialist company. Most clients are
situated in irrigated farming areas, and there are rigid debtors finance rules
in place.
1.2.2 Ububele Alfa Chemicals
Ububele Alfa Chemicals, a 100% owned subsidiary of Ububele, specialises in the
supply and servicing of industrial chemicals such as herbicides, bush
encroachment chemicals, fungicides, and insecticides.
1.2.3 Enviro Industries
Enviro Industries is a wholly-owned subsidiary of Ububele Holdings Limited.
The subsidiary owns the registrations to a number of weed control, herbicide
and pesticide chemicals. Established in the early 1980`s, Enviro Industries
has gone from strength to strength and established itself as a market leader
in the areas of weed and pest control through a network of dealers in South
Africa. The company currently owns 17 registrations.
1.2.4 Novon WTP
Novon WTP is a distributor of agricultural chemicals and focuses its
activities mainly in the North West province and the Northern Cape. The
business was previously known as "Wes Transvaal Plantbeskerming" which was
established in 1992. In 1999 the name changed to Novon WTP. The company
distributes the products of multinational suppliers e.g. Syngenta and generic
products from suppliers like Villa Crop Protection and RT Chemicals. Foliar
feeds, wetters and stickers supplied by Hygrotech are also part of Novon WTP`s
core products range. The company is a wholly-owned subsidiary of Ububele.
1.2.5 RT Chemicals
RT Chemicals was founded in 1987, and has developed into a leading specialist
business manufacturing and distributing a core range of crop protection
chemicals. Currently the company owns 64 registrations, with an additional 53
registrations pending. RT Chemicals distributes to most of the SADC
countries. Ububele has a 50.1% shareholding in the company and will acquire
the remaining 49.9% over the next three years.
1.2.6 Alfa Agro Chemicals
Alfa Agro Chemicals is a distributor of agricultural chemicals such as
pesticides, herbicides, fungicides, foliar feeds, wetters and seeds directly
to end users. The business was founded in 1995 and currently operates mainly
in the Northern Cape and Northern and Eastern Free State. It has secured
exclusive distribution rights to Sygenta`s products for the area.
1.3 Food Products
1.3.1 Just Fruit and Veg
Just Fruit and Veg, a wholly-owned subsidiary of Ububele, specialises in
providing pre-cut fruit and vegetables to clients. The company prides itself
in supplying customers with superior products as well as the best possible
service. All its fruit and vegetables are cut to customers` specifications.
In addition to prepared fruit and vegetables, the company also deals in
wholesale fruit and vegetables sourced from the main fresh produce market in
Cape Town and also form dedicated farmers. The company also imports various
raw materials from countries which include Kenya, Egypt and Israel.
Just Fruit and Veg has a broad spectrum of clients including airline catering
companies, retail outlets, five star hotels and upmarket restaurants and
specialist catering companies.
1.3.2 Link Trade Foods
Link Trade, in which Ububele has a 50.1% stake, owns the technology and
intellectual property use to produce high tech specialised fruit and vegetable
juice concentrates by the largest fruit processor in Africa. The company does
not derive income from production but from a negotiated commission payable on
all sales.
The majority of the juice concentrates are exported to the Far East.
1.4 Ububele Alpine In-Flight
In the fast-paced environment of international gateways, Ububele Alpine In-
flight offers specialised airline catering at the best price/performance from
Hosea Kutako International Airport, Windhoek, Namibia. Among the company`s
clients are South African Airways, BA, LTU, TAAG and Air Namibia. Ububele
owns a 26% stake in the company, with an option to increase its shareholding
to 51%. The management of Alpine In-Flight is actively looking for ways to
continue and improve service levels.
1.5 Rationale for the offer
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.
1.6 Terms of the offer
In terms of an agreement signed on 2 July 2009 and a reinstatement and
addendum dated 7 September 2009, Milkworx has made an offer to acquire 100% of
the issued share capital of Ububele on the basis of a share swap of 3 465
Milkworx shares for every 100 Ububele shares held, subject to a minimum of 90%
of existing Ububele shareholders accepting the offer, which acceptance has
been received as noted above. The value of the transaction is estimated at a
maximum of R173 639 814, depending on the number of Ububele shareholders whom
accept the offer, and the maximum number of new Milkworx shares to be issued
in terms of the offer is 7 549 557 142, or 650% of the existing issued share
capital of Milkworx.
Subsequent to the successful implementation of the proposed transaction,
Milkworx will become a division of Ububele.
1.7 Effective date
The effective date of the transaction is 1 July 2009.
1.8 Conditions precedent to the offer
The transaction is subject to the following remaining condition precedent:
the approval of the offer to Ububele by Milkworx shareholders in general
meeting by 31 October 2009.
The JSE Alternative Exchange ("AltX") Advisory Committee has approved the
listing of Ububele on the AltX.
1.9 Warranties
Normal warranties for a transaction of this nature have been given. In
addition, SA Roux, whom is currently a director of Milkworx, will remain on
the board of the company after the successful implementation of the proposed
transaction, with responsibility for the performance and profitability of
Milkworx, which shall be a division of the new company following the
successful implementation of the proposed transaction. Roux has provided
profit warranties for Milkworx as follows:
Year ended Annual Operating Cumulative Operating
Profit Profit
30 June 2010 R1 500 000 R1 500 000
30 June 2011 R2 000 000 R3 500 000
30 June 2012 R2 500 000 R5 000 000
In addition, Milkworx has guaranteed the book debts of the company.
1.10 Vendor information
At present the Black ownership element of Ububele Holdings consists of 27.33%
in the hands of Mentele Investments (Pty) Ltd. Ububele has 163 shareholders of
which 54 are in its employ - directly and indirectly, owning a combined 60.93%
of the issued shares.
The entities owning in excess of 5% are:
Mentele Investments (Pty) Ltd 27.33%
(Shareholder sine 2002)
Represented by: MP Mocke
9th Floor, Metlife Centre, Coen Steytler Avenue, Cape Town, 8000
Kleinhans Family Trust 6.57%
(Shareholder since 2005)
Represented by: Theo Kleinhans
P O Box 37549, Valyland, 7978
Unibert Investments (Pty) Ltd 10.34%
(shareholder since 2003)
Represented by: Bertie Cloete
P O Box 4095, Durbanville, 7551
Intsikelelo Family Trust 8.16%
(Shareholder since 2006)
Represented by: CP Claassen
1 Grandiceps Street, Paradyskloof, Stellenbosch, 7600
All of the above shareholdings are direct and beneficial holdings. The
vendors of Ububele shall maintain their current status with regard to the
company after the successful implementation of the offer, and no restraints
have been paid. There is no promoter and therefore no promoter`s fees will be
paid.
1.11 Prospects of Ububele
Ububele operates in a market that is poised for tremendous future growth with
emphasis on food security, poverty alleviation and job creation. With the
growth of the middle class in South Africa and resultant growth in disposable
income, the demand for more convenient, healthier and "fashionable" foods is
growing at an unprecedented rate.
On a global scale, the World Bank has recognised the needs of an ever growing
world population and vast investment will be required in the production and
distribution of food world wide.
1.11.1 Trends that are likely to surface in the food industry
Increase in demand for "wellness" foods e.g. lower salt, less fat, organic
New foods sourced from "new" places e.g. Acai berries, goji berries
Environmentally friendly and responsible production and consumption
Upsurge in ethnically themed cooking
Growth in bottled water industry, together with flavoured waters, enhanced and
oxygenated waters
Rebranding and packaging of standard stapled to make them exciting e.g.
flavoured salts, salts from different places, water
Portion control and healthy eating habits
Consumer awareness and demand for information regarding production of demand
1.11.2 Industrial chemical industry
It is the opinion of Ububele that the size of the market in South Africa has
grown in rand value terms due to price increases. The estimated size of the
market on supplier level is as follows:
- Industrial market at Dealer cost R180 450 395
(Survey performed by Enviro and BASF, March 2008);
The market is not growing in volume, but due to price increases and exchange
rate fluctuations, the rand value of the market will grow. The market is in a
generic trend regarding products as more and more patent products are lapsing.
Major changes are currently underway regarding groupings of suppliers and
dealers. Supply chains will be formalized in the future and access to all
products all of the time would be something of the past.
The largest competitors in the primary industry are as follows:
- Volcano Agro Sciences; and
- Ecoguard Distributors / Dow Agro Sciences;
The above competitors control 80% of the industrial market.
Barriers of entry into the market are mainly brand loyalty from both client
and salesmen together with existing relationships between clients and
salesmen. Price will initially be a method of first entry, where after
relationships, technical knowledge and new product brands are important in
retaining the client. The merger between Enviro Industries and RT Chemicals
is inevitable because of current duplication as well as cross backup systems
that could be in place.
1.11.3 Agricultural chemical industry
The Agricultural chemical industry is influenced by internal and external
elements. Internal elements that affect the industry are aspects like the cost
of formulation, transport cost, actions by competitors in the market and
patents owned by multinationals on specific products. External elements that
affect the industry are aspects like weather patterns, the availability of a
specific commodities; bio-fuel production and international commodity prices.
Internal elements
Agricultural chemicals reached all time high prices during the 2008/09 season.
Most suppliers in South Africa formulate approximately 65% of their product
currently in China. The following factors therefore had a serious influence on
the cost price of products during the last season:
- The Chinese Government cancelled all subsidies to manufacturing companies
in China;
- The Chinese Government closed numerous formulation plants due to
pollution before the Olympics; and
- The Olympic Games that were hosted by China.
The indication is that prices will be much lower during the 2009/10 season as:
- The Chinese Government is expected to reinstate subsidies as part of
their assistance plan to local enterprises due to the world economic crisis;
and
- Transport costs are currently at approximately 21% off their high during
the 2008/09 season.
Many of the competitors have already started to reduce their prices to the
farmer. Ububele is in a favourable position that the company currently has
very little of the affected products in stock and will accordingly not suffer
losses as result of the devaluation of stock.
External elements
World stock
In 2007 the World Bank announced that they expect a food shortage during the
next 20 years. This was before the real effect of the current world economic
crisis was felt. In January 2009 Wasde (World Agricultural Supply Estimates)
announced that the expected world wide carry over of wheat from the 2008/09
season to the 2009/10 season will be 1 million tons more than expected as
world wide consumption was 1.3 million ton less than expected. The expected
world wide carry over of maize from the 2008/09 season to the 2009/10 season
will be 12.2 million tons more than expected. This is mainly due to the low
oil prices which made the production of bio-fuel not cost effective.
The South African commodity market (Safex) is linked to the Chicago market.
The price of wheat dropped from US$ 7.79 / scoop on 8 June 2008 to US$ 4.12 /
scoop for delivery in July 2009. The price of transport for maize from the USA
to South Africa dropped from US$ 128/ton to US$ 22/ton in the last six months.
Local prices are as a result under serious pressure while the production cost
for the current season was the highest in history. At the current local maize
price of R 2000/ton a farmer needs to harvest 4 ton/ha on non-irrigated land
to break-even.
Most of the North West, Northern Cape and Free State Provinces had good rains
in the past months which should assist farmers on non-irrigated land to
harvest almost 5 ton/ha, although the current maize prices are only
R1,700/ton. Sunflower farmers will harvest more than the required 1.5 ton/ha
at R3,800/ton.
The 2008/09 season was an exceptional season as it is unlikely that input
costs will be as high as they were during the past season which will result in
an even better year next year, weather permitting. The Ububele Chemical Group
is fortunate that its clients are situated over 3 provinces with different
weather patterns and that at least a third of them are on irrigated land.
Clients are farming mainly maize, wheat, sunflowers, potatoes and sorghum
which gives an additional spread in risk profile.
During the 2009/10 Budget speech by Minster Manuel he indicated that the
development program for upcoming small farmers is a priority and allocated
R1.8 billion to this. This creates a huge opportunity for the Ububele
Chemical group as the only real BEE Company in this sector.
CHANGE IN CONTROL AND WAIVER OF MANDATORY OFFER
As a result of the offer, a maximum of 7 549 557 142 (or 650%) new Milkworx
shares will be issued, resulting in a change in control of the company, and in
terms of Rule 8.1 of the Code, a mandatory offer to shareholders must be made.
In terms of Rule 8.7 of the Code, the SRP may dispense with the requirement of
a mandatory offer where the approval of independent votes has been obtained.
Shareholder approval will therefore be sought at the general meeting from the
independent votes, to waive their rights to require Ububele to make a
mandatory offer in terms of Rule 8.1 of the Code. In accordance with Rule
20.3 of the Code, shareholders are advised that the directors of Milkworx
accept responsibility for the information contained in this announcement and
the circular to shareholders, which contains details of the change in control
and waiver of mandatory offer and that such information is, to the directors
knowledge and belief (having taken all reasonable care to ensure that such is
the case) the information is in accordance with the facts and does not omit
anything likely to affect the import of such information.
Milkworx shareholders may provide the SRP with written submission by no later
than 26 October 2009 as to why the SRP waiver should not be granted. Written
submissions may be delivered by hand, posted or faxed to +27 11 482 5635 and
addressed to the Executive Director at the Securities Regulation Panel as
follows:
Physical address: Postal address
Reeva House P O Box 91833
Ground Floor Auckland Park
2 Sherborne Avenue (off Jan Smuts Avenue) 2006
Parktown
2193
INCREASE IN AUTHORISED SHARE CAPITAL
As a result of the proposed transaction, the authorised share capital of
Milkworx will need to be increased. It is proposed that the authorised share
capital of the company be increased from 3 000 000 000 ordinary shares of 1
cent each, to 15 000 000 000 ordinary shares of 1 cent each, by the creation
of 12 000 000 000 new ordinary shares of 1 cent each, to rank pari passu in
all respects with all existing ordinary shares in the share capital of the
company.
RESTRUCTURE OF THE BOARD OF DIRECTORS
Subsequent to the approval of the proposed transaction, the board of directors
of Milkworx shall be restructured as follows:
Name and age Business address Position Qualification
Johannes Theodorus 9th Floor, Chief BMil (Comm),
Kleinhans Metlife Centre Executive Adv Dip
7 Coen Steytler Officer Logistics
Avenue Management
Cape Town
8000
Herbert William 9th Floor, Financial BComm, CMA,
Cloete Metlife Centre Director MBL
7 Coen Steytler
Avenue
Cape Town
8000
Matthys Petrus 9th Floor, Executive BA LLB
Mocke Metlife Centre Director (Stell)
7 Coen Steytler
Avenue
Cape Town
8000
Stephen Abraham 167 Alumina Executive
Roux Street, director
Silvertondale,
Pretoria, 0184
Dr Dirk Hertzog 3 Kloof Trio, Executive BA LLB, B
211 Kloof Avenue, director Litt, LLD
Waterkloof,
0181
In terms of the offer agreement, all former directors of Milkworx, with the
exception of S Roux, will resign should the transaction be approved by
shareholders. Brief CV`s of the Ububele directors are set out below:
Johannes Theodorus Kleinhans (56)
BMil (Comm), Dip Adv Logistics Management - Chief Executive Officer and acting
Chairman of Ububele (Appointed 01 March 2003)
Theo graduated from the University of Stellenbosch with a Bachelor of Military
Science (Commercial) in 1985. From 1971 until 1989, he was employed by the
South African Navy, from whom he resigned at the end of 1989 with a final rank
of Commander. From 1990 to 1993, he was employed by GKN Chep as a Sales
Manager for the then Transvaal region. After being promoted to Regional
Business Manager in 1993, he resigned in order to start his own business.
From 1993, he established and built Aerofare (Pty) Limited, an in-flight
catering company servicing various operators in South Africa. The company was
sold to Gate Gourmet at the end of 1996. During the period 1996 - 1999, Theo
worked as a consultant to the airline catering industry whilst running a
retail outlet at Cape Town International Airport. Subsequent to this he was
the managing director and majority shareholder of Ground Crew (Pty) Limited,
an in-flight catering business. From March 2003 until present, he has served
as the Chief Executive Officer of Ububele Holdings Limited.
Herbert William Cloete (43) Group FD of Ububele (Appointed 01 November 2004)
B Comm (Stellenbosch), CMA (London), MBL (Unisa).
Bertie obtained a degree in Commerce at the University of Stellenbosch in 1989
and completed the CMA and his accounting internship in 1994. During 1995 he
obtained his associate membership. He completed a master`s degree in business
leadership at the University of South Africa in 2000 and commenced a doctorate
degree in Business Leadership (DBL), at Unisa in 2008.
Until 1995, Bertie served as the financial manager of a substantial building
and civil engineering company with an annual turnover of R100 million.
Subsequent to this he joined a juice processing company as financial director.
During 2000 he founded his own entrepreneurial company, Unibert, in
conjunction with other private equity partners and financiers. Most of these
investments are in property, food and leisure related businesses.
Bertie is one of the co-founders of the Ububele Group and currently serves on
numerous boards of directors in and outside of the Ububele Group.
He has been married for 19 years and has two children.
Matthys Petrus Mocke (42), Director, Legal Services of Ububele (Appointed 01
March 2003)
BA, LLB (Stell.)
Mr Mocke practised as an attorney of Law at Morkel Olivier P du Toit Attorneys
from 1994. As a partner in the firm he focused on commercial and maritime law
cases. During this time he has been involved in various mergers and
acquisitions as a consultant as well as the privatising of corporate assets to
Personnel
In 1997 he was a founder member of a BEE fishing group and became the first
CEO of the SA Commercial Fishermen`s Corporation (Pty) Ltd in the same year, a
position he held until October 2000. Mr Mocke then joined Wipcapital (Pty)
Ltd, a BEE Corporate Finance company and private equity house. He left
Wipcapital (Pty) Ltd in 2001 to start his own Private Equity Fund. He was a
founder member of Ububele Holdings (Pty) Ltd in 2002. Mr Mocke has vast
experience in doing business in Africa and has been involved in business in
various African countries.
DR Dirk Hertzog
Dr Hertzog obtained the degrees BA (Law) and LLB (1970) from the University of
Stellenbosch, where after he obtained the degrees BLitt (Law) (1972) from the
University of Oxford, and LLD from the University of Stellenbosch (1979).
After completing a stint at an adverting agency, he proceeded to lecture at
the University of Stellenbosch (Commercial Law), University of South Africa
(Mercantile Law) and University of Pretoria (Roman-Dutch Law) (1972-1982).
He was awarded the Rhodes scholarship and Max Planck Stipendium for his
research and is a specialist in competition and trade mark law. He also
served as external examiner for the LLM course at Unisa as well as doctoral
dissertations.
He also completed his bar exams and practiced as an Advocate at the Pretoria
Bar (1983-1992).
He is currently involved in a dairy business, Morning Milk, which he started
in 1998 in the Southern Cape (George), but which also has a branch in the
Eastern Cape (Paterson). He is the owner and sole proprietor of this
business, which has an annual turnover in excess of R35 million.
S Roux (Existing CEO of MIlkworx)
Stephan has always operated as an entrepreneur and started his business career
in the 1970s with a contract to run the SST Cable Cars at the Pretoria Zoo.
Thereafter, he entered into the catering business, running the main restaurant
at the same venue for an eventual contract period of twelve years. The
catering business expanded into an opportunity to run one of the cafeterias at
the University of Pretoria, where-after he was approached by Dairy Maid to
become this agent for the Pretoria area. He identified a potential
opportunity to manufacture ice-cream for the informal sector market and in
1986, co-founded Cream Star Ice Cream. In 1990, Stephan established Avondale
(Pty) Ltd, a company that produces ice-cream and ice-cream related products
for the luxury products market. Avondale and Creamstar are currently listed
on the AltX under the name of Milkworx of which he is the CEO. Stephan is
also involved in the plastics and packaging operations of two Cape Town-based
companies as well as in property development in the Plettenberg Bay area.
Stephan owns industrial properties in Pretoria, which are rented out to
industrial companies. In 2005 Stephan established a Bottle Blowing Facility
in Silverton, Pretoria which manufactures plastic bottles for the Ice-cream
and Dairy industry.
In Cape Town he has a Guesthouse Tourist Business which consists of a
Guesthouse, and two Cottages in Cape Town near the Waterfront, two Cottages on
the Breede River, Bonnievale area, and two Cottages in the Baviaanskloof in
the Eastern Cape.
CHANGE OF NAME OF THE COMPANY
As a result of the acquisition of Ububele, it is proposed that the company
change its name from Milkworx Limited to Ububele Holdings Limited.
The name will be changed by way of a simultaneous name change and will be
processed through CIPRO. The abbreviated name of the company for the purposes
of the JSE trading system will be UBUBELE, the JSE alpha code shall be UBU and
the new ISIN will be ZAE000140182.
The change of name will result in certificated shareholders of the company
having to exchange their existing share certificates for new share
certificates reflecting the new name of the company.
The old name of the company will be stated below the new name on all official
correspondence for a period of one year from the date of the name change.
SHARE CAPITAL INFORMATION
1.1 Authorised and issued share capital prior to the acquisition of Ububele
("the transaction")
The table below reflects the authorised and issued share capital prior to the
implementation of the transaction:
R`000
Authorised
3 000 000 000 ordinary shares of 1 cent each 30 000
Issued
1 168 665 442 ordinary shares of 1 cent each 11 687
Share premium 39 514
TOTAL SHARE CAPITAL 51 201
1.2 Authorised and issued share capital after the transaction
The table below reflects the authorised and issued share capital subsequent to
the implementation of the transaction:
R`000
Authorised
15 000 000 000 ordinary shares of 1 cent each 150 000
Issued
8 718 222 584 ordinary shares of 1 cent each 87 182
Share premium 137 658
TOTAL SHARE CAPITAL 224 840
1.3 Majority shareholders
Insofar as is known to the directors of Milkworx, as at the last practicable
date, Milkworx shareholders who hold, a direct beneficial interest of 5% or
more in the issued share capital of Milkworx before and after the
implementation of the transaction, are as follows:
Before the % After the %
Shareholder transaction transaction
SA Roux 319 038 074 27.3 319 038 074 3.66
Dr D Hertzog 266 666 667 22.82 266 666 667 3.06
Mentele - - 2 063 293 967 23.67
Investments
Unibert - - 755 544 538 8.67
Investments
Intsikelelo - - 616 043 862 7.07
Family Trust
Kleinhans Family - - 496 005 904 5.69
Trust
T Dajcar 62 465 173 5.35 62 465 173 0.72
SALIENT DATES AND TIMES
Salient dates and times are set out below:
2009
Circular and notice of general meeting posted Wednesday, 30 September
to Milkworx shareholders
Tuesday, 20 October
Forms of proxy for general meeting of
shareholders to be received by 10:30 on
General meeting of shareholders to be held at Thursday, 22 October
10:30 on
Thursday, 22 October
Results of general meeting and salient dates
for change of name published on SENS on
Abridged pre-listing statement published on Friday, 23 October
SENS on
Wednesday, 28 October
Special resolutions relating to increase in
authorised share capital and the change in
name of the company registered by CIPRO
Finalisation date and announcement on SENS on Friday, 30 October
Friday, 6 November
Existing share certificates cease to be good
for delivery from the close of business on
Friday, 6 November
Last day to trade in shares under the name of
Milkworx in order to be recorded as a
shareholder by the record date on
Change of name effective from commencement of Monday, 9 November
trading on
Monday, 9 November
Suspension of trading in the name of Milkworx
at commencement of trading, and trade new
shares in the new name of Ububele Holdings
Limited under JSE code UBU, ISIN ZAE000140182
and abbreviated name "Ububele"
Record date for the change of name on Friday, 13 November
Monday, 16 November
Issue to certificated shareholders of new
share certificates, posting of share
certificates to shareholders who have
surrendered their documents of title before
12:00 on the record date and, in respect of
dematerialised shareholders, CSDP and broker
accounts updated
Notes
1. The above dates and times are subject to change. Any changes will be
released on SENS.
2. Share certificates in the name of Milkworx may not be rematerialised /
dematerialised after Friday, 6 November 2009.
3. Shareholders whose documents of title are received after 12:00 on record
date will have their new share certificates posted within 5 business days of
receipt thereof.
PRETORIA
19 October 2009
Designated Advisor
Arcay Moela Sponsors (Proprietary) Limited
Date: 19/10/2009 14:30:01 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.
