| Fri 16 Feb 2001, 0:00 | | Cautionary Announcement Regarding The Acquisition |
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ILLOVO SUGAR LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1906/000622/06)
("Illovo")
Cautionary announcement regarding the acquisition by Illovo of Tate & Lyle
PLC's 50,87% interest in Zambia Sugar Plc
1. Introduction
ING Barings is authorised to announce that, subject to the fulfilment of
certain conditions precedent as set out below, agreement has been reached in
terms of which Illovo will acquire Tate & Lyle PLC's 50,87% interest in Zambia
Sugar Plc ("Zambia Sugar") for a total cash consideration of US$11,4 million
(approximately R90 million) ("the transaction"). In terms of the Lusaka Stock
Exchange ("LuSE") Rules, Illovo will be obliged to make a mandatory offer to
Zambia Sugar's minority shareholders. The maximum consideration, including the
mandatory offer to minorities, will be US$22,4 million (approximately R176
million).
2. Rationale for the transaction
The transaction is in line with Illovo's strategic intent to be the leading
sugar and downstream products company in Africa and amongst the most efficient
and lowest cost producers in the world. Illovo currently operates in six
southern African countries; South Africa, Malawi, Swaziland, Mauritius,
Tanzania and Mozambique. It also produces sugar from beet at the Monitor Sugar
Company in the United States. The transaction will enable Illovo to expand the
group's sugar and cane production operations and bring to Zambia Sugar the
benefits of Illovo's focus on sugar and downstream production.
Zambia Sugar, listed on the LuSE, is Zambia's leading sugar producer. The
company's operations are situated in one of the most favourable areas in the
world for the production of sugar cane. Land under sugar cane cultivation
totals 11 000 hectares and in the current season, 1 150 000 tons of cane were
delivered from the company's own cane growing estate, together with 500 000
tons from outgrowers. Zambia Sugar currently produces approximately 205 000
tons of sugar per annum of which over half satisfies the local demand and the
remaining tonnage is exported to other African countries and to the European
Union under European preferential quota arrangements.
3. Financial effects of the transaction
The transaction would not have had a material effect on Illovo's earnings per
share and net asset value per share based on a twelve-month period to 30
September 2000 and an effective transaction date of 1 October 1999. It is,
however, anticipated that the transaction would have a meaningful positive pro
forma earnings per share impact based on Illovo's year to 31 March 2001.
4. Conditions precedent
The transaction is subject to the following conditions precedent, inter alia:
- obtaining all the required regulatory consents, including those of the JSE
Securities Exchange South Africa, the LuSE, the Zambia Securities and Exchange
Commission and the Zambia Competition Commission;
- the satisfactory completion of a due diligence of Zambia Sugar by Illovo; and
- obtaining Exchange Control approval by the South African Reserve Bank.
5. Cautionary announcement
Illovo shareholders are advised to exercise caution when dealing in their
Illovo shares until a further announcement is made. It is, however, anticipated
that an announcement confirming the results of Illovo's due diligence review
will appear in approximately two weeks.
Illovo shareholders are reminded that they are under a cautionary announcement
dated
14 February 2001, in terms of an unrelated transaction relating to the disposal
of Illovo's 80,25% interest in Mon Tresor and Mon Desert Limited (Mauritius).
Mount Edgecombe
16 February 2001
Financial adviser and sponsor
ING BARINGS
