| Mon 20 Aug 2012, 11:20 | | UBUBELE HOLDINGS LIMITED - CATEGORY 2 TRANSACTION ANNOUNCEMENT |
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UBU 201208200010A
CATEGORY 2 TRANSACTION ANNOUNCEMENT
Ububele Holdings Limited
Incorporated in the Republic of South Africa
(Registration number: 1998/011074/06)
Share code: UBU
ISIN Code: ZAE000144739
CATEGORY 2 TRANSACTION ANNOUNCEMENT: DISPOSAL BY UBUBELE OF ITS
100% EQUITY STAKES IN UNIQUE DAIRY PRODUCTS (PTY) LIMITED AND
UNI-WAY LOGISTICS (PTY) LIMITED TO A RELATED PARTY
1. THE TRANSACTION
Shareholders are hereby advised that Ububele Holdings
Limited (“Ububele” or “the Seller”) has entered into an
agreement with New ManCo duly represented by Mr. Stephan
Abraham Roux (“the Purchaser”), in terms of which the
Seller will dispose of:
1.1. 100% if its equity stake and loan account in Unique
Dairy Products (Pty) Limited (“UDP”);
1.2. 100% of the business of Uni-Way Logistics(Pty)
Limited (“Uni-Way”); and
1.3. all trademarks relating to UDP and Uni-Way, with the
specific exclusion of the trademark “Just Fresh”,
(collectively referred to hereinafter as “the Sale
Assets”)
to the Purchaser, on the terms and conditions more
specifically set out below (collectively referred to
hereinafter as “the Disposal”).
2. BUSINESSES CARRIED ON BY UDP AND UNI-WAY
2.1. UDP
UDP is an award-winning manufacturer and supplier of
ice-cream, soft serve, frozen novelties, frozen yogurt
and related ice-cream products.
2.2. Uni-Way
Uni-Way is a logistical company that operates with its
vehicle fleet within the cold chain in South Africa.
3. BACKGROUND INFORMATION ON THE PURCHASER
As set out in paragraph 1 above New Manco is the Purchaser
in terms of the Disposal and is duly represented by Mr.
Stephan Abraham Roux, currently an executive director on
the board of directors of Ububele. The Purchaser is an
associate of Mr Stephan Abraham Roux. The management and
staff of UDP and Uni-Way are also shareholders of the
Purchaser.
4. RELATED PARTY TRANSACTION
As a result of the fact that the Purchaser is an associate
of an executive director of the Seller, the Disposal is
regarded as a related party transaction in terms of the
Listings Requirements of the JSE Limited (“JSE”).
In addition, as the transaction categorisation exceeds 10%,
a fairness opinion is required and shareholders will have
to approve the Disposal in general meeting prior to the
implementation thereof. The board will appoint an
independent expert to prepare a fairness opinion which will
be included in the circular to shareholders as set out in
paragraph 12 below.
5. RATIONALE FOR THE DISPOSAL
The Disposal forms part of the Seller’s strategy to
disinvest in the short to medium term from the food sector
and divert all of its available resources and effort into
the agricultural sector.
The Seller believes that the emphasis on food security and
the current high agricultural commodity prices makes the
agricultural sector very lucrative.
6. THE EFFECTIVE DATE OF THE DISPOSAL
In terms of the agreement the effective date of the
Disposal will be 1 December 2012.
7. PURCHASE CONSIDERATION
7.1. The total consideration payable by the Purchaser to
the Seller in terms of the agreement is R25 650 100
(“the Sale Proceeds”), and will be paid on the
following basis to the Seller:
7.1.1. Payment of the amount of R9 050 100 by the
Purchaser on 1 December 2012;
7.1.2. Payment of the amount of R10 000 000 by the
Purchaser on 28 February 2013; and
7.1.3. Payment of a total amount of R6 600 000 in 24
equal monthly instalments, with the first
instalment to commence on 31 March 2013 and the
last instalment payable on 28 February 2014.
7.2. The payable amount stipulated in paragraph 7.1.2
above, will be adjusted by the final audited net
amounts owed by or to the Ububele Group to UDP on 30
November 2012.
7.3. The payable amount stipulated in paragraph 7.1.3 above
will be adjusted by the final audited net current
assets ( Trade debtors and stock and positive bank
balance less trade creditors ) , of UDP on 30 November
2012. This amount was R6 600 000 on 30 June 2012.
8. CONDITIONS PRECEDENT
The Disposal is subject to the following conditions
precedent that has not yet been fulfilled:
8.1. Approval of the Disposal by Ububele shareholders in
general meeting.
9. PRO FORMA FINANCIAL EFFECTS OF THE DISPOSAL
The pro forma financial effects of the Disposal are
presented for illustrative purposes only and because of
their nature may not give a fair reflection of the Seller’s
financial position nor of the effect on future earnings
after the Disposal. The unaudited pro forma financial
effects have been prepared in accordance with the Company’s
accounting policies and in compliance with IFRS.
Set out below are the unaudited pro forma financial effects
of the Disposal, based on the unaudited results for the 6
months ended 31 December 2011. The directors of Ububele are
responsible for the preparation of the unaudited pro forma
financial information.
Unaudited Unaudited Change (%)
before the Pro Forma
Disposal after the
Disposal
(cents)
(cents)
Basic earnings per 3.56 3.93 10.5%
share from
continuing
operations
Basic headline 5.95 6.32 6.3%
earnings per share
from continuing
operations
Basic loss per (13.54) (13.17) 2.7%
share
Basic headline 2.30 2.67 16.2%
earnings per share
Net asset value 41.00 44.38 8.2%
per share
Net tangible asset (10.39) (7.02) 32.5%
value per share
Notes and assumptions:
1. The basic earnings per share from continuing operations,
basic headline earnings per share from continuing
operations, basic loss per share and basic headline
earnings per share figures in the “Pro Forma after the
Disposal” column have been calculated on the basis that
the Disposal was effected on 1 July2011.
2. The net asset value per share and net tangible asset value
per share figures in the “Pro forma after the Disposal”
column have been calculated on the basis that the Disposal
was effected on 31 December 2011.
3. The taxation rate applicable is assumed to be 28%.
4. The basic earnings per share from continuing operations,
basic headline earnings per share from continuing
operations, basic lossper share and basic headline
earnings per share figures are calculated based on
weighted average number of shares in issue of 177 283 313
on 31 December 2011.
5. The net asset value per share and net tangible asset value
per share have been calculated based on 178 417 824 shares
in issue at 31 December 2011.
10. APPLICATION OF THE DISPOSAL PROCEEDS BY THE SELLER
The Disposal proceeds will be applied primarily towards the
Seller’s strategy to invest in the agricultural sector.
11. OTHER SIGNIFICANT TERMS OF THE DISPOSAL
11.1. Mr. Stephan Abraham Roux will cede his entire
shareholding in the Seller as security until such time
as the purchase consideration has been settled in full
by the Purchaser.
11.2. Mr Stephan Abraham Roux will step down as an executive
director of the Seller with effect from 1 December
2012, but will remain as a non-executive director on
the board of the Seller until such time as he is up
for retirement by rotation in accordance with the
Memorandum of Incorporation of the Company.
11.3. The Seller will remain the custodian of the
Entrepreneurial Projects of UDP until such
custodianship is cancelled by the Seller. In this
regard, the Seller shall be represented by Ms June
Matlala, currently a director on the board of the
Seller.
12. DOCUMENTATION
A circular detailing the terms of the Disposal, containing
the fairness opinion and convening a general meeting will
be posted to Ububele shareholders in due course.
20 August 2012
Designated Adviser
PSG Capital
Date: 20/08/2012 11:20:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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