| Tue 4 Nov 2003, 17:47 | | JOINT ANNOUNCEMENT |
|
CONAFEX HOLDINGS SOCIETE ANONYME AND INTERTRADING LIMITED -
CONAFEX HOLDINGS SOCIETE ANONYME
(Incorporated in Luxembourg RC Luxembourg No. B 17789)
("Conafex")
JSE CODE: CNX
ISIN: LU0167907293
INTERTRADING LIMITED
(Incorporated in The Republic of South Africa)
(Registration number 1987/004777/06)
("Intertrading")
JSE CODE: ITR
ISIN: ZAE00015566
JOINT ANNOUNCEMENT
Transaction
Conafex and its associate are pleased to announce that they have each
unconditionally acquired 8,725,000 Intertrading shares ("share/s"), representing
in total 34.9% of Intertrading"s issued share capital, by way of exercise of
certain short term call options. The consideration is for cash of 60 cents per
share effective 31st October 2003, payable out of Conafex"s cash resources. The
vendors are The Estate of the late Mr Alfred Hahn for 13,150,724 shares, Mr Bert
de Kovel for 3,799,276 shares, and Mr Theo Swart for 500,000 shares. Messrs Bert
de Kovel and Theo Swart are directors of Intertrading.
In addition, Mr Bert de Kovel has granted Conafex and its associate a further
call option over 7,797,724 shares at a strike price of 60 cents per share
exercisable at any time but no later than the close of business on 30 November
2004, unless otherwise agreed. No premium to the strike price or other
consideration is payable to the grantor for the call option. Conafex will comply
with the necessary Listings Requirements of the JSE Securities Exchange South
Africa ("JSE") in terms of notification to its shareholders if and when the long
term option or portion thereof is exercised.
Nature Of Business And Rationale
Conafex is a pan-African agri-resource group listed on the Luxembourg Stock
Exchange and the JSE and focuses on horticulture, niche and value added
agriculture. Intertrading is an agri-service and marketing company listed on the
JSE that procures Southern African fresh fruit, vegetables and macadamia nuts
and markets them internationally via sea and air freight. It also provides
freight forwarding and logistics services for agricultural products.
The Boards of Conafex and its associate concluded this transaction as part of
their strategic vision to supply Southern African agriculture to an
international customer base, combining the skills of marketing and logistics to
a solid production base.
The Intertrading Board fully supports this transaction and welcomes Conafex as a
shareholder. Their purchase now stabilises the Intertrading shareholder base and
synergies identified between the two groups will be to the benefit of all
stakeholders.
Securities Regulation Panel ("SRP")
Based on the information and undertakings submitted to the SRP by the relevant
parties, the SRP has issued a written ruling that the granting of the options to
Conafex does not constitute an affected transaction. However, if Conafex and/or
its nominee exercise the whole or a portion of the long-term option in due
course, then in terms of the Securities Regulation Code and Rules of the SRP
such exercise will amount to an affected transaction. This will give rise to an
obligation to extend an offer to the other Intertrading shareholders on the same
terms as the exercise of the option at that time.
Financial Information
After the acquisition, Conafex will hold 17,45% of the issued share capital of
Intertrading. Conafex is of the opinion that it will exert sufficient influence
over Intertrading to equity account the investment.
The value of the transaction to Conafex is R5,235,000, or approximately US
Dollars 750,000. The estimated interest foregone on the cash invested is
approximately US Dollars 9,375 per annum. The effect on earnings to Conafex
shareholders is less than significant.
The price paid per Intertrading share is 60 cents, and the Net Tangible Asset
value per Intertrading share is 78,65 cents. The ruling price per Intertrading
share at 10h00 on 4 November 2003 was 48 cents. The effect on the net tangible
asset value per Conafex share is less than significant.
By order of the Conafex Board
4 November 2003
Corporate Finance Advisor and Sponsor to Conafex:
Imara Corporate Finance South Africa (Pty) Ltd
By order of the Intertrading Board
4 November 2003
Sponsor to Intertrading:
SASFIN Corporate Finance
A division of Sasfin Bank Limited
Date: 04/11/2003 05:30:05 PM Supplied by www.sharenet.co.za
Produced by the JSE SENS Department
