| Tue 18 May 2010, 8:33 | | LAF - Lonrho Plc`s - Agribusiness division increases holding in Rollex to 100 |
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LAF
LOLAF
LAF - Lonrho Plc`s - Agribusiness division increases holding in Rollex to 100
per cent
LONRHO PLC
(Formerly Lonrho Africa Plc)
(Incorporated and registered in England and Wales)
(Registration number 2805337)
(Share code: LAF; ISIN number: GB0002568813)
("Lonrho" or the "Company")
Lonrho Plc`s Agribusiness division increases holding in Rollex to 100 per
cent
Lonrho Plc (AIM:LONR) has agreed today to increase its holding in the issued
share capital of Rollex (Pty) Limited ("Rollex") from the current 51 per cent
to 100 per cent.
In April 2008 Lonrho acquired a 51 per cent stake in Rollex, from the
trustees of the De Robillard Family Trust, for an initial cash payment of
ZAR40 million (approximately GBP2.6 million) and the commitment to make two
further payments linked to the EBITDA performance of Rollex. The first of
these deferred consideration payments for the initial 51 per cent stake,
being the sum of ZAR33.6 million (approximately GBP2.5 million), was paid in
August 2009. All the remaining shares in Rollex have been acquired on terms
which include the second tranche of the original sale price.
Lonrho has now agreed to acquire, from the trustees of the De Robillard
Family Trust, the remaining 49 per cent of the issued share capital in Rollex
that Lonrho did not previously own (" the remaining Rollex shares"). The
consideration payable has been translated into sterling and a fixed number of
Lonrho shares determined by reference to the formula approved by shareholders
at the Lonrho AGM on 31 March 2010. The consideration for the remaining
Rollex shares will be satisfied by the issue of 42,119,258 new ordinary
shares of 1 pence in Lonrho ("Consideration Shares") at an agreed price of
ZAR51,450,000 (approximately GBP4,626,798) being 10.98 pence per share. At
the closing mid market price, of 10 pence per Lonrho Ordinary Share, on 17
May 2010 the value of the remaining Rollex shares was therefore GBP4,211,926.
Application has been made for the Consideration Shares to be admitted to
trading on AIM and dealings are expected to commence on or about the 28 May
2010.
The Rollex profits for the period ending 30 September 2009 were ZAR16.6
million (approximately GBP1.1 million). Net assets at that date amounted to
ZAR38.9 million (approximately GBP3.47 million).
The effect of the transaction on the Company will be to give Lonrho 100 per
cent control of Rollex and consequently increase the level of profit
attributable to Lonrho shareholders (and thus reducing the share of profit
attributable to minorities) in the Group profit and loss account.
The beneficiary of the De Robillard Family Trust is Paul de Robillard, the
Managing Director of Rollex and as such this transaction will constitute a
related party transaction for the purposes of the AIM Rules for Companies.
The Lonrho Board is of the opinion that the agreed price of R51.5 million
(GBP4.62 million) is a discount to the current value of the shares being
acquired and therefore represents a fair and reasonable price for the
shareholders of Lonrho. The Lonrho board has therefore consulted with the
Company`s nominated advisor in relation to the transaction and following such
consultation the board of Lonrho Plc has determined that the terms of the
transaction are fair and reasonable insofar as the shareholders of Lonrho are
concerned. Prior to this transaction Paul de Robillard did not own any shares
in Lonrho but, immediately following completion, he will own 42,119,258
ordinary shares of 1 pence in Lonrho representing 3.86 per cent of the
enlarged issued share capital of the Company.
The Consideration Shares will be subject to a lock-in for a period of twelve
months from the date of completion of the transaction and thereafter will be
subject to orderly market provisions. It has been agreed that such number of
Consideration Shares as is equal in value to ZAR19 million may be sold in a
manner so as to maintain an orderly market to satisfy certain liabilities
arising for the vendor from the transaction.
Rollex, which was established in 1989, sources, packs and delivers fresh
fruit, vegetables and fish produce from across Africa to its network of high
profile retail clients in Africa, Europe, Scandinavia and the Middle East
Paul de Robillard will remain as Managing Director of Rollex, post the
transaction.
David Lenigas, Lonrho`s Executive Chairman stated:
"Rollex is one of the cornerstones of the Lonrho Agriculture division. Since
Lonrho bought a controlling stake in April 2008, it has proven its value.
Given the growth opportunities and new projects being initiated by the
company in this specialised niche sector, the Board believed that 100 per
cent ownership was important and very beneficial to shareholders. The fact
that Paul de Robillard has agreed to subscribe for Lonrho stock with
appropriate lock-ins demonstrates his belief in the business and what it can
achieve."
Enquiries
Lonrho Plc -
David Lenigas, Executive Chairman +44 (0)20 7016 5105
Geoffrey White, Chief Executive Officer +44 (0)20 7016 5105
David Armstrong, Finance Director +44 (0)20 7016 5105
Emma Priestly, Executive Director +44 (0)20 7016 5105
Pelham Bell Pottinger
Charles Vivian +44 (0) 20 7337 1538
+44 (0) 7977 297903
James MacFarlane +44 (0) 20 7337 1527
+44 (0) 7841 672831
Beaumont Cornish Limited (Nomad)
Rosalind Hill Abrahams +44 (0) 20 7628 3396
Roland Cornish
18 May 2010
South African Sponsor
Java Capital (Proprietary) Limited
Date: 18/05/2010 08:33:00 Produced by the JSE SENS Department.
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