| Wed 12 Mar 2003, 10:19 | | Rah - Disposal Of Ocfish Holding Company Limited |
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RAH - DISPOSAL OF OCFISH HOLDING COMPANY LIMITED
REAL AFRICA HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1994/003919/06)
Share code: RAH
ISIN code: ZAE000008702
("RAH")
DISPOSAL OF OCFISH HOLDING COMPANY LIMITED
1. INTRODUCTION
Further to the announcement published on 27 February 2003, RAH has disposed of
its entire shareholding in Ocfish Holding Company Limited ("Ocfish") to Public
Investment Commissioners ("PIC") ("the transaction"), subject to the obtaining
of an advisory opinion from the competition authorities of either the
unconditional approval of the transaction or an advisory opinion that the
transaction is not notifiable to the competition authorities by not later than
15 April 2003 ("the suspensive condition"). RAH and Tiger Brands ("Tiger
Brands") and Ocfish and Oceana concluded a shareholders" agreement governing the
relationship of the shareholders in Ocfish. Ocfish is, in terms of the
shareholders agreement entered into in respect of Ocfish, jointly controlled by
RAH and Tiger Brands and its sole investment is a 49% shareholding in Oceana
Group Limited ("Oceana"), which is listed on the JSE Securities Exchange South
Africa ("the JSE"). Oceana is the holding company of subsidiaries engaged in
inshore, mid-water and deep-sea fishing, cold storage and logistics.
3. TERMS
Subject to the fulfilment of the suspensive condition, RAH has, with effect from
11 February 2003, sold its 22 234 344 A ordinary shares in Ocfish ("the A
ordinary shares"), comprising 42% of the entire issued share capital of Ocfish,
to PIC for a total cash consideration of approximately R296.161 million ("the
cash consideration"). The cash consideration was determined by applying 90% of
the closing price of Oceana on the JSE on 13 December 2002, being R14.80, to the
A ordinary shares.
The cash consideration bears interest calculated at the rate of 4.5% below the
prime rate offered by The Standard Bank of South Africa Limited to its best
grade customers on an unsecured basis from time to time, calculated daily and
compounded monthly in arrear from 11 February 2003 until date of payment.
Payment will be made on the first business day following the fulfilment of the
suspensive condition.
Tiger Brands has signed an agreement with PIC, RAH, Oceana and Ocfish in terms
of which Tiger Brands has agreed to the waiver of its pre-emptive rights over
the A ordinary shares and to the substitution of PIC in the place of RAH in the
shareholders agreement between Tiger Brands, RAH, Oceana and Ocfish.
The cash consideration, including interest, will be distributed net of taxes to
RAH shareholders as soon as reasonably possible after receipt of the cash
consideration.
3. FINANCIAL EFFECTS
The financial effects presented below have been prepared for illustrative
purposes only and because of their nature, may not give a fair reflection of
RAH"s financial position nor the effect on earnings going forward. The table
below indicates the financial effects of the transaction on the unaudited
published interim results of RAH for the six months ended 30 September 2002 had
the transaction been effected on 1 April 2002 for earnings purposes and 30
September 2002 for net asset value purposes.
Before After Increase/
(cents) (cents) (decrease)
Net asset value 444.2 482.3 8.6%
Headline earnings per 27.8 26.0 (6.5)%
share
(Loss) profit per (0.1) 36.6 36.7 cents
share
Notes and assumptions
The earnings and headline earnings per share are based on an average weighted
number of shares in issue for the six months of 371.9 million shares and the net
asset value per share is based on 371.8 million shares in issue as at 30
September 2002.
Interest on the consideration received has been calculated at an after tax rate
of 9.1 % per annum.
Capital Gains Tax has been calculated at an effective rate of 15%.
4. DOCUMENTATION
Full details of the transaction, as required in terms of the JSE Listings
Requirements, will be contained in the circular to be posted on or about 20
March 2003.
Houghton
12 March 2003
Merchant Bank and Sponsor
Standard Corporate and Merchant Bank
(Registration number 1962/000738/06)
(A division of the Standard Bank of South Africa Limited)
Corporate law advisers and consultants
Edward Nathan & Friedland (Proprietary) Limited
(Registration number 1999/026464/07)
Reporting accountants and auditors
PricewaterhouseCoopers Inc
Chartered Accountants (SA)
Registered Accountants and Auditors
(Registration no. 1998/012055/21)
