| Wed 23 Dec 2009, 12:39 | | CKS - Crookes Brothers Limited - Acquisition of Hagiar Kim Sugar Cane Farm in |
|
CKS
CKS
CKS - Crookes Brothers Limited - Acquisition of "Hagiar Kim" Sugar Cane Farm in
Mazabuka, Zambia - Withdrawal of cautionary announcement
CROOKES BROTHERS LIMITED
(INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA)
(REGISTRATION NUMBER 1913/000290/06)
SHARE CODE: CKS & ISIN: ZAE000001434
("Crookes" or the "Company")
- ACQUISITION OF "HAGIAR KIM" SUGAR CANE FARM IN MAZABUKA, ZAMBIA
- WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
1. ACQUISITION OF "HAGIAR KIM" SUGAR CANE FARM
1.1 Introduction
The board of Crookes is pleased to announce that the Company, through its
wholly owned subsidiary CBL Agri Zambia Limited, reached agreement on 15
December 2009 with D G Garner Limited, a company incorporated in Zambia
("the Seller") for the acquisition of the Hagiar Kim Sugar Cane Farm
("Farming Enterprise") as a going concern. The shareholders of the Seller
are CD Martin, JS Martin, LM Taylor, DJL Taylor and GA Pedlar.
1.2 Effective date
The effective date of the acquisition will be Friday, 31 December 2009 or
such later date as may be agreed in writing.
1.3 Settlement of the purchase consideration
The total purchase consideration for the Farming Enterprise is US$4,850
million payable by no later than 31 December 2009. The consideration will
be settled as follows:
- An initial cash payment of US$300 000.00 payable by 22 December 2009
and
- the balance of US$4 550 000.00 on or before 31 December 2009.
1.4 Warranties
The Farming Enterprise is being purchased "as is" and is subject to
warranties that are normal for a transaction of this nature.
1.5 Conditions precedent
The acquisition is subject to conditions that are considered normal for
transactions of this nature, of which the following remain outstanding:
- Regulatory approvals, where necessary.
1.6 Description of the Farming Enterprise
The Farming Enterprise is located in the Southern Province of the Republic
of Zambia. It includes the leasehold rights in and to the property, the
movables and the biological assets and totals approximately 494,1323
hectares being the remaining Extent of Farm No. 554 "Hagiar Kim". The
Farming Enterprise is a producer of sugar cane off approximately 435
hectares of productive land.
1.7 Funding of the acquisition
The purchase consideration will be funded by the use of bank borrowings.
1.8 Rationale for the acquisition
The operations of the Farming Enterprise are complementary to those of
Crookes, while providing regional diversity. The acquisition provides
Crookes with the opportunity to apply its skills in an agriculturally rich
location and to spread both farming and regional risk.
2. FINANCIAL EFFECTS
The unaudited pro forma financial effects of the acquisition are set out
below. The unaudited pro forma financial effects have been prepared for
illustrative purposes only to provide information on how the acquisition
may have impacted on the results and financial position of Crookes.
Preparation of the unaudited pro forma financial effects is the
responsibility of the directors. Because of their nature, the unaudited
pro forma financial effects may not fairly present Crookes` financial
position after the acquisition or the effects on future earnings:
Before the After the Percentage
acquisition acquisition change
for the six Pro forma %
months ended
30 September
2009
Unaudited
Earnings per share 197.0 209.8 6.5%
(cents)(1), (2)
Headline earnings 68.2 81.0 18.7%
per share (cents)(1), (2)
Net asset value and net 2842 2842 0.0%
tangible asset value
(cents per share)(3)
Number of shares in issue 12 385 000 12 385 000 -
Weighted average number of 12 385 000 12 385 000
share in issue -
Notes and assumptions:
(1) Unaudited earnings and headline earnings per share in the "before the
acquisition" column are based on Crookes` published unaudited interim
results for the 6 months ended 30 September 2009.
(2) Earnings and headline earnings per share in the "After the acquisition"
column are derived from the addition to the figures in the first column of
the unaudited earnings and headline earnings of the Farming Enterprise for
the six months ended 30 September 2009 divided by the number of Crookes
shares in issue and adjusted for the notional interest costs of the
purchase consideration over the period.
(3) The unaudited net asset value and net tangible asset value per share in the
"before the acquisition" column are based on Crookes` published unaudited
interim balance sheet at 30 September 2009. There is no change to the
figure in the first column because the Farming Enterprise was purchased at
its book value and the entire purchase consideration was funded by
borrowings.
3. CATEGORISATION OF THE TRANSACTION
The acquisition is categorized as a Category 2 transaction in terms of the JSE
Limited Listings Requirements.
4. WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
Shareholders are referred to the cautionary announcement published on SENS on 30
November 2009. By virtue of the conclusion of the agreement referred to in this
announcement, caution is no longer required to be exercised by shareholders when
dealing in their securities.
Renishaw
23 December 2009
Sponsor: Sasfin Capital
A division of Sasfin Bank Limited
Date: 23/12/2009 12:39:01 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.
