| Mon 19 Mar 2001, 0:00 | | Tiger Brands - Restructuring And Unbundling |
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Tiger Brands Limited
(Formerly Tiger Oats Limited)
(Incorporated in the Republic of South Africa)
(Registration number 1944/017881/06)
("Tiger Brands")
Restructuring and unbundling of the Agri-Poultry interests of Tiger Brands
1. Introduction
ING Barings is authorised to announce that, further to the Tiger Brands' group
results announcement of 16 November 2000 and the further cautionary
announcements of 15 January 2001 and 5 March 2001 wherein Tiger Brands advised
shareholders of its intention to unbundle its Agri-Poultry interests, the Board
of Tiger Brands has now resolved, subject to Tiger Brands' shareholder
approval, to proceed therewith.
Tiger Brands will therefore restructure its Agri-Poultry interests under a new
holding company, Astral Foods Limited ("Astral Foods") ("the restructuring"),
thereafter distribute its entire shareholding in Astral Foods on the record
date to Tiger Brands' shareholders ("the unbundling") and make an application
for the separate listing of the shares in Astral Foods on the JSE Securities
Exchange South Africa ("the JSE").
The unbundling of Astral Foods will result in Tiger Brands being a streamlined
and focused company, with its core activities concentrated on three main
pillars of business, comprising:
- Food Brands;
- Healthcare Brands; and
- Spar.
2. Background to and reasons for the unbundling
Over the past two years, Tiger Brands has been refocusing on its core
activities and, where appropriate, acquiring minority shareholdings in its
subsidiaries. This has included the disposals of Golden Lay Farms, Island View
Shipping, the fresh meat operations of ICS Holdings, Marine Oil Refiners, Logos
Agvet, Cereal and Malt and Tiger Brands' 50% shareholdings in The Cold Chain,
Bull Brand, Continental Oil and SA Bulk Terminals, as well as its 35% holding
in Fedics.
Acquisitions have included the purchase of a 20% shareholding (recently
increased to 24%) in Chilean-based Empresas Carozzi and the purchase of the
outstanding shareholdings in Adcock Ingram, Langeberg, Beacon Sweets and
recently delisted Sea Harvest Corporation.
The unbundling of Astral Foods will enable Tiger Brands to focus on its core
activities comprising Food Brands, Healthcare Brands and Spar. The majority of
its products are market leaders in their respective sectors. These products
have common distribution channels and consumers, thereby underpinning Tiger
Brands' position as one of the leading branded consumer goods companies in
southern Africa.
Following the unbundling, Tiger Brands intends to increase its investment in
building differentiated branded products in order to drive top-line growth in
its core categories. In addition, where appropriate, Tiger Brands will continue
to pursue opportunities to streamline the group structure to achieve additional
administration, finance and supply chain management savings. Together, these
initiatives will form the basis for the continued success of Tiger Brands.
The restructuring and the unbundling of Astral Foods will create a focused
group of complementary businesses in the agri-poultry industry. In addition, as
a separately listed company on the JSE, Astral Foods will be better positioned
to take advantage of acquisition opportunities in its respective areas of
focus.
The unbundling will also allow investors to ascribe appropriate individual
share price ratings for Tiger Brands and Astral Foods, aligned to the industry
specific dynamics of the respective groups. It is anticipated that this will
enhance overall shareholder value.
3. Operating structure of Astral Foods
Astral Foods' operating structure is set out below:
- 34.9% in National Chick Ltd ("Natchix") which in turn owns 29% in Elite
Breeding Farms.
- 100% in ICS Group Ltd which in turn owns 100% in Meadow Feeds Division
("Meadow Feeds"), 100% in Ross Poultry Breeders (Pty) Ltd ("Ross Poultry") and
50% in Earlybird Farm (Pty) Ltd ("Earlybird").
- 100% in County Fair Holdings (Pty) Ltd which in turn owns 100% in County
Fair Foods (Pty) Ltd ("County Fair") and 53% in Elite Breeding Farms.
- 50% in Nutec Southern Africa (Pty) Ltd ("Nutec SA").
- 100% in Meadow Feeds Ltd (Malawi).
- 80% in Africa Feeds Ltd (Zambia).
- 32% in Meaders Feeds Ltd (Mauritius).
4. Nature of Astral Foods' business
Astral Foods is a leading South African agri-poultry group with key activities
in animal feeds, animal feed pre-mixes, broiler genetic breeding and broiler
operations. Each of its businesses is regarded as being a leader in its
respective markets, with significant complementary synergies across the Astral
Foods group.
For the year ended 30 September 2000 Astral Foods recorded, in aggregate, a pro
forma turnover of approximately R2 442 million, operating profit of
approximately R174 million and a return on net assets of approximately 31%.
Astral Foods' operations generate significant positive cashflows which will
provide the platform for Astral Foods to continue to develop its presence in
existing markets, fund expansion and to invest in new technologies. It is
Astral Foods' intention to provide for a dividend cover of approximately 3
times.
Astral Foods is confident of continued success in its chosen markets and is
well positioned to exploit further growth opportunities based on its strategic
focus of being an industry leader in terms of low cost production, whilst using
world-class technology and innovation to facilitate growth in existing and new
markets.
4.1 Animal feeds
Meadow Feeds
Meadow Feeds is a market leader in the South African animal feed industry and
operates six feed mills, located in Randfontein, Delmas, Welkom, Paarl,
Pietermaritzburg and Humansdorp. Astral Foods' animal feed interests in the
rest of Africa comprise an 80% interest in Africa Feeds (Zambia), a 100% stake
in Meadow Feeds (Malawi) and a 32% shareholding in Meaders Feeds (Mauritius).
Meadow Feeds serves a wide range of customers in the poultry, egg, livestock
and dairy industries including other members of the Astral Foods group. Sales
to these inter-group companies, which include Earlybird (a 50% joint venture
company with OTK Holdings Limited, a JSE listed company), Ross Poultry and
County Fair are made on normal commercial terms. In addition, Meadow Feeds
supplies other industry participants including Rainbow Chicken Limited and
Golden Lay. Meadow Feeds has an extensive distribution network comprising 101
agents and depots throughout South Africa, Namibia, Botswana and Swaziland.
This provides Meadow Feeds with a broad reach both domestically and into the
growing markets in southern and central Africa.
4.2 Animal feed pre-mixes
Nutec SA
Nutec SA was established in 1996 as a joint venture in animal feed pre-mixes
with Nutec UK, whose parent company is Provimi of Holland, a leading
international animal feed nutrition company. Nutec SA is the leading
vitamin/mineral animal feed pre-mix company in sub-Saharan Africa and is an ISO
9002 accredited company. Nutec SA adopts world-class practices and is highly
regarded within the feed industry.
4.3 Broiler genetics
Ross Poultry
Ross Poultry supplies breeding stock for the South African broiler industry and
is the leading provider of broiler parent stock in South Africa. It has a
strategic link, through a technology agreement, with Ross Breeders of Scotland,
which provides it with a competitive edge domestically in genetics, technology
and ongoing research and development in the poultry industry. Discussions are
taking place with Ross Breeders of Scotland to reinforce the relationship
between Ross Breeders of Scotland and Ross Poultry. Ross Poultry is proud of
its achievement in the development of the "Ross 788" broiler which is the only
broiler in South Africa that has been specifically bred for broiler production
at high altitude. This has significant relevance as approximately 50% of South
Africa's poultry is reared at high altitude.
Ross Poultry undertakes pedigree selection, produces grandparents from pedigree
stocks and ultimately produces day old grandparents or parents for sale to the
poultry interests of Astral Foods and for the broader poultry market, both
domestically and in the southern Africa region.
Ross Poultry supplies broiler parent stock to Elite Breeding Farms, one of the
leading producers of the "Ross 788" and "Ross 308" parent broilers in South
Africa, who in turn supplies broilers to County Fair, both of which are members
of the Astral Foods group.
4.4 Broilers
County Fair
County Fair, the leading broiler producer in the Western Cape, produces fresh,
individual quick-frozen and a range of value-added poultry products. As a
result of its focus on achieving global competitiveness through low cost
production, maximisation of processing efficiencies and improved service to
customers, County Fair is amongst the lowest cost broiler producers in South
Africa.
County Fair has a 53% interest in Elite Breeding Farms. This relationship, in
conjunction with Ross Poultry, provides County Fair with a leading edge in the
genetic breeding process for South African conditions.
County Fair's poultry activities include parent rearing, laying, hatcheries,
broiler production, processing, sales and distribution.
Earlybird
Earlybird is based in Gauteng and Mpumalanga and its activities include parent
rearing, laying, hatcheries, broiler production, processing, sales and
distribution. Earlybird is a 50% joint venture company with OTK Holdings
Limited. It is the largest national poultry producer of individual quick frozen
products with a strong presence in the retail and informal markets and its
brands include the well-known Goldi and Festive names.
4.5 Natchix
Astral Foods has a 34,9% equity interest in Natchix, a JSE listed company that
produces and sells day old chicks for the broiler and egg producing industries.
Natchix has broiler chick operations in South Africa, Swaziland, Botswana and
Lesotho and has recently expanded into feed milling through Nutrex Holdings
with the objective of investing in regional animal feed mills focused on
independent poultry producers. Natchix also distributes animal health care
products.
5. Salient financial information on Astral Foods
The table below is a summary of the aggregate financial information for the
Agri-Poultry interests reconstituted under Astral Foods based on the audited
financial statements of the underlying components of Astral Foods. This
financial information is provided for illustrative purposes only.
Year ended 2000
30 September 1996 1997 1998 1999 (pro
R million forma)
Turnover 1 763 2 078 2 347 2 285 2 442
Profit before interest
and taxation 111 155 194 175 174(1)
Net tangible asset value 266(2)
Notes:
(1) The pro forma financial information for the year ended 30 September 2000
represents the actual results of Astral Foods adjusted for the reversal of a
provision in County Fair in respect of a potential claim of R13,4 million,
which was resolved at no cost and the accrual of additional costs associated
with Astral Foods being a listed company of R1 million.
(2) The net tangible asset value of Astral Foods subsequent to the
restructuring.
6. Directors
Jan van den Berg (64) - BCom
Non-Executive Chairman
Director of companies including Iscor Limited and Deputy Chairman of Saambou
Holdings Limited. Appointed to the Tiger Brands board in 1990. Appointed as
Non-Executive Chairman to the Astral Foods board, effective 19 February 2001.
Nick Wentzel (45) - BCom, CA(SA)
Chief Executive Officer
Appointed Divisional Chairman of Tiger Agri-Poultry in 1995 and in 1997
appointed Divisional Chairman of Tiger Milling and Baking operations. On
leaving Tiger Brands in 1997, was appointed Chief Executive Officer of Genfood,
the country's largest milling and baking operation following its take-over of
Premier Milling. After successfully integrating the Premier Milling operations
into Genfood, has returned to head up Astral Foods. Has extensive experience
across the spectrum of the food industry ranging from primary products to
fast-moving consumer goods.
Tom Pritchard (46) - BCom (Honours), CA(SA)
Financial Director
Was with ICS Group for 15 years and was Group Financial Director of ICS
Holdings for 6 years. On the acquisition of ICS by Tiger Brands, was appointed
Financial Director for the Branded Consumer Products Division of Tiger Brands
and as director of various subsidiaries, including Beacon Sweets, Langeberg,
Tastic Rice and Jungle Oats. Joined Thebe Investment Corporation Limited as
Financial Director prior to accepting the position of Financial Director of
Astral Foods. Has extensive experience in the food industry with particular
expertise in financial management including information technology integration
and corporate financial activities.
Mike Kingston (49)
Managing Director: Poultry Division
As head of the Poultry Division, is accountable for County Fair, Ross Poultry
and Nutec SA, together with Astral Foods' interests in Earlybird and Natchix.
Has extensive experience in the poultry industry having been with Rainbow
Chicken Limited for 12 years. Joined Country Bird in 1986 and returned the
operations to profitability, thereafter taking up a managerial position at
County Fair, being responsible for all aspects of parent breeding including
sales, marketing and finance. Managed Elite Breeding Farms for a period. Has
served on the South African Poultry Association for over 15 years and is a past
chairman of the Broiler Organisation Committee.
Roger Parry (52) - BCom (Honours), CA(SA)
Managing Director: Animal Feeds Division
Managing Director of Meadow Feeds with overall responsibility for the Animal
Feeds Division. Has 22 years' experience with Meadow Feeds having been involved
in various roles from financial director to operational director, culminating
in assuming the position of Managing Director.
Evert Groeneweg (64) - CA(SA), PMD (Harvard)
Non-Executive Director
Director of companies, including Santam Limited, Spoornet and Ingwe Coal
Corporation Limited. Previously on the boards of Barlow Rand Limited
(Barloworld) and many of its subsidiaries, in particular Rand Mines Limited and
its subsidiaries, NBS Holdings Limited and several of its subsidiaries, Saambou
Holdings Limited, RMB Holdings Limited, Barprop Limited and Guardian National
Insurance Company Limited.
Charles van Veyeren (67) - BSc Agriculture (Pretoria)
Non-Executive Director
Director of companies, including Chairman of Onderberg Processing Co-operative
and Malelane Citrus Co-operative. In addition, on the boards of the Land Bank,
Agricultural Research Council and the Citrus Industry Trust and serves on the
Tariffs/Marketing and Development Committee and the National Water Advisory
Committee. Is a past executive member of the South African Agricultural Union.
7. Prospects for Astral Foods
The Astral Foods' directors are of the opinion that the underlying dynamics of
the markets that Astral Foods serves, should enable Astral Foods to grow
earnings at a satisfactory rate. In addition, a program of ongoing improvement
in operating efficiencies and of adherence to a policy of ensuring technical
leadership in process operations, should enable an enhanced performance over
the medium term. Astral Foods will seek to take advantage of acquisition
opportunities in order to enhance its earnings.
The businesses within the Astral Foods group are amongst the leaders in their
respective industries in South Africa, with world-class operating standards and
facilities. Astral Foods has strong brands such as Meadow, Ross and County
Fair, as well as Goldi and Festive which are owned by Earlybird. These brands
enjoy high customer satisfaction and brand awareness ratings. This strong brand
positioning, coupled with a reputation for quality, bodes well for future
growth and market penetration.
The executive directorate of Astral Foods and the management teams of the
underlying businesses have wide-ranging experience in the food and agri-poultry
industries, which is regarded as a strength of Astral Foods. The extensive
involvement and interaction of management across Astral Foods will ensure that
synergies are fully exploited.
8. Details of the restructuring and unbundling
A restructuring and unbundling agreement, in terms of section 39 of the
Taxation Laws Amendment Act, 20 of 1994, as amended, has been entered into
between Tiger Brands, certain of its subsidiaries and associated companies, and
Astral Foods (formerly known as Leknarf Investments (Proprietary) Limited) to
facilitate the transfer of Tiger Brands' Agri-Poultry interests into a single
structure controlled by Astral Foods, a wholly-owned subsidiary of Tiger
Brands. As consideration, Astral Foods will issue 42 914 000 additional Astral
Foods' shares at a premium of 620,5 cents per share to Tiger Brands and will
settle the balance of the consideration, amounting to R121 494 000, in cash
immediately prior to the unbundling. The total number of Astral Foods' shares
to be held by Tiger Brands, subsequent to the restructuring, will amount to 42
924 000 Astral Foods' shares, which includes Tiger Brands' initial shareholding
of 10 000 Astral Foods' shares.
Immediately prior to the unbundling, Tiger Brands will transfer, for a
consideration of R9 244 897, a total of 1 487 891 Astral Foods' shares to the
Tiger Brands (1985) Share Trust in order to allow existing option holders in
Tiger Brands to whom options in respect of shares in Tiger Brands have been
granted, but which have not yet been exercised on the record date, to receive
Astral Foods' shares if options in respect thereof are exercised after the
record date.
Pursuant to the restructuring and unbundling agreement, Tiger Brands will then
distribute, by way of a dividend in specie, in terms of section 60(2) of the
Income Tax Act, 113 of 1993, as amended (the unbundling legislation), its
remaining shareholding of 41 436 109 Astral Foods' shares to Tiger Brands'
shareholders in the ratio of 25 (twenty five) Astral Foods' shares for every
100 (one hundred) Tiger Brands' shares held on the record date of the
unbundling.
Subject to Tiger Brands' shareholders' approval being obtained at a general
meeting, the distribution will be implemented by Tiger Brands, in terms of
section 90 of the Companies Act, 1973 (Act 61 of 1973), as amended, by reducing
its share premium account by R49,7 million and decreasing its distributable
reserves by R207,8 million.
Tiger Brands has obtained approval from the Commissioner of the South African
Revenue Services for the restructuring and unbundling of Astral Foods and
approval has been obtained from the JSE for the listing of Astral Foods in the
Industrial -"Food" sector of the JSE lists.
The effective date of the restructuring is 23 September 2000. Consequently,
notwithstanding the implementation date of the unbundling, Astral Foods' maiden
set of results will cover the twelve-month period ending 30 September 2001.
9. Condition precedent
The implementation of the restructuring and the unbundling is subject to the
passing of the requisite resolution in terms of section 90 of the Companies
Act, 1973 (Act 61 of 1973), as amended, to be proposed at a general meeting of
Tiger Brands' shareholders.
10. Financial effects on Tiger Brands
The table below sets out the financial effects of the unbundling on Tiger
Brands for the year ended 30 September 2000, on the basis that the unbundling
was effective 1 October 1999, but that the capital restructuring of Astral
Foods was only effective 1 October 2000(8):
R million Cents
Fully Net
Income Net Headline diluted tangible (9)
attributable tangible earnings headline asset
to ordinary asset per earnings value
shareholders (1) value (3) share (2) per share (2) per share (4)
Tiger
Brands'
audited
information
before
the unbundling 957.9 893.8 601.8 593.5 539.6
Adjustments:
- Astral Foods'
results (5) (75.3) (257.5) (44.7) (43.4) (155.5)
- Astral Foods'
share
of obligations (6) - (27.0) - - (16.3)
Pro forma restated
information (7) 882.6 609.3 557.1 550.1 367.8
Notes:
1. For the year ended 30 September 2000.
2. Headline earnings per share is based on 165 562 688 shares, being the
weighted average shares in issue during the year ended 30 September 2000. Fully
diluted headline earnings per share is based on 170 536 038 shares.
3. Ordinary shareholders' funds at 30 September 2000.
4. Tiger Brands shares in issue at 30 September 2000: 165 643 235.
5. Astral Foods' pro forma profit after tax to be excluded from Tiger Brands'
reported results.
6. Astral Foods' share of Tiger Brands' post-retirement medical aid obligations
as at 30 September 2000, net of taxation.
7. Pro forma results of Tiger Brands excluding Astral Foods.
8. Had the capital restructuring of Astral Foods taken place effective 1
October 1999, the income attributable to ordinary shareholders of Tiger Brands,
headline earnings per share and fully diluted headline earnings per share for
the year ended 30 September 2000 would have been R858,9 million, 542,8 cents
and 536,2 cents respectively.
9. Net tangible asset value is the equivalent of net asset value, there being
no goodwill on record.
Subsequent to the unbundling, Tiger Brands' shareholders will hold directly
their effective pro rata entitlement of Tiger Brands' interest in Astral Foods.
The proposed unbundling should have no effect on the earnings and net asset
value attributable to a Tiger Brands' shareholder, other than in respect of the
provision for the post-retirement medical aid obligation of Astral Foods which
was not accounted for by Tiger Brands as at 30 September 2000.
11. Timetable, shareholder circular, pre-listing statement and general meeting
A circular, including the pre-listing statement of Astral Foods, will be posted
to Tiger Brands' shareholders on or about Monday, 19 March 2001. A general
meeting will be held on Thursday, 5 April 2001, at which Tiger Brands'
shareholders will be requested to vote on the resolution necessary to effect
the unbundling and ancillary matters. It is anticipated that the record date of
the unbundling will be the close of business on Friday, 6 April 2001 and the
separate listing of Astral Foods will take effect on Monday, 9 April 2001, at
which time an abridged pre-listing statement will be published.
For and on behalf of the Board of Tiger Brands
Sandton
19 March 2001
Financial adviser and sponsor
Ing Barings
Corporate law advisers and consultants
Edward Nathan & Friedland
Edward Nathan & Friedland (Pty) Ltd
(Registration number 1999/026464/07
Reporting accountants and auditors
Arthur Andersen
