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RRM Investment Holdings Limited - Company Announcement
RRM Investment Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration Number 1987/004368/06 Share code RRM ISIN ZAE000030078)
("RRM" or "the company")
ANNOUNCEMENT RELATING TO:
- THE ACQUISITION OF INTERNATIONAL GRAPE COMPANY (PTY) LTD ("INTERGRAPE");
- A CHANGE OF CONTROL AND OF NAME;
- THE PLACING OF SHARES; AND
- THE RESTRUCTURING OF THE COMPANY`S SHARE CAPITAL
(collectively "the proposals")
Introduction
LPC Manhattan Sponsors (Pty) Ltd is authorised to announce that an agreement
("the agreement") has been signed for the acquisition by RRM, subject to certain
suspensive conditions, of 100% of the issued share capital in and loans against
Intergrape, a table grape producer situated in southern Namibia ("the
acquisition"). The directors of RRM are proposing this acquisition so as to add
value to the company.
Details of the acquisition
The price for the acquisition will be R29 728 500 to be satisfied by the issue,
at 50 cents each, of 59 457 000 new consolidated shares to the vendor of
Intergrape, Aussenkehr Farms (Pty) Ltd ("Aussenkehr"). The acquisition is
subject to
the approval of the necessary regulatory authorities and of shareholders voting
in general meeting.
Change of control and of name
After effect has been given to the implementation of the proposals, control of
the company will pass to Aussenkehr. Shareholders voting in general meeting will
be asked to waive their right to a mandatory offer in terms of Rule 8.7 of the
Code on Takeovers and Mergers and there will accordingly not be an offer to
minorities. Should shareholders approve
the proposals, the name of the company will be changed to Namibian Vineyards
Corporation Limited to reflect its new identity and a number of new directors,
representing the new controlling shareholder will be appointed.
Consolidation and placing of shares
In terms of the agreement, RRM will consolidate its share capital on the basis
of 1 new consolidated share for every 10 shares currently in issue, which will
result in the company having 19 044 224 consolidated shares in issue, after
converting the existing preference and "A" preference shares, but before giving
effect to the acquisition. RRM will place a minimum of 12 million new
consolidated shares at 50 cents each to raise a minimum of R6 million.
Circular to shareholders and lifting of suspension
A circular containing full details of the proposals ("the circular") is in the
course of preparation and will be sent to shareholders within 30 days.
Shareholders are advised that the lifting of the suspension in trade in the
company`s
shares is subject to the approval of the acquisition by the JSE Securities
Exchange South Africa. The circular will
contain a notice of general meeting at which shareholders will be asked to
approve the resolutions necessary to give
effect to the proposals.
Financial effects
The financial effects of the proposals, based on the adjusted net profit after
tax of Intergrape for the year to 31 January 2002 of R13.26 million and the
audited results of RRM for the year to 31 December 2001 are set out below.
RRM After 1 for 10 After After all RRM
year to consolidation, acquisi- the percentage
31.12.01 pref. tion proposals change
conversion, only after
and placing of removing
14.4 million effect of
shares consolida-
tion
Audited Pro forma Pro Pro forma
(cents) (cents) forma (cents) (%)
(cents)
(Loss)/earning (0.72) (1.78) 14.49 12.89 +279.0
s per share (0.72) (1.78) 14.19 12.63 +275.4
Headline 1.23 28.47 41.17 42.25 +245.0
earnings per 1.23 28.47 45.71 46.05 +274.4
share
Net asset 181 871 33 444 77 644 92 901 +410.8
value per 181 871 33 444 77 644 92 901 +410.8
share
Net tangible
asset value
Weighted
average number
of shares in
issue (000)
Number of
shares in
issue (000)
These financial effects have been prepared on the basis stated above, excluding
the costs of implementing the proposals, assuming the conversion of the
preference and "A" preference shares on a one-for-one basis (pre consolidation),
the issue of 14.4 million new shares at 50 cents each and assuming that the
proceeds of the placing had earned pre tax interest at a rate of 10% per annum.
Sandton
30 August 2002
Sponsor
LPC Manhattan
Date: 02/09/2002 07:00:01 AM Produced by the JSE SENS Department
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