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CONAFEX HOLDINGS SOCIETE ANONYME - ACQUISITION ANNOUNCEMENT
CONAFEX HOLDINGS SOCIETE ANONYME
(Incorporated in Luxembourg
RC Luxembourg No. B 17789)
("Conafex")
JSE CODE: CNX ISIN: LU0167907293
Acquisition by Conafex of a 50% interest in Coffee Tea and Chocolate Company
(Pty) Ltd ("CTC") from Southern Superfoods (Pty) Limited ("the seller") ("the
acquisition")
Introduction
Imara Corporate Finance South Africa (Pty) Limited is authorised to announce
that Conafex has acquired 50% of the issued share capital of CTC from the seller
and approximately R9,9 million of loans against CTC for cash.
Nature of Business and Rationale
Conafex is a pan-African agri-resource group listed on the Luxembourg Stock
Exchange and the JSE Securities Exchange of South Africa ("JSE") and focuses on
horticulture, niche and value added agriculture. Conafex has recently acquired a
strategic stake in Intertrading Limited, 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.
CTC is based in Cape Town and packs tea and coffee under its own well-known
brands that are sold through the leading retail chains in South Africa. This
investment brings a new and exciting dimension to Conafex"s planned pan-African
strategy, since it adds value to Conafex"s primary African horticultural produce
through packaging and branding. In addition, CTC has a dynamic and highly
competent team of shareholders/managers.
Salient Terms of the acquisition
The parties have met all the suspensive conditions of the agreement, and
accordingly the acquisition is now unconditional. Notwithstanding the fulfilment
of the suspensive conditions, the effective date of the acquisition is 1 July
2002.
In terms of the agreement, Conafex:
- has purchased 50% of the issued share capital of CTC from the seller;
- has obtained the cession of certain loans from Frucon Food and Beverage
Company (Pty) Limited ("FFBC") a wholly owned subsidiary of the seller; and
- has undertaken to inject R6,8 million into CTC so as to equalise the loan
accounts against CTC between Conafex and FFBC.
Conafex"s loan account, after the R6,8 million advance, will amount to
approximately R9,9 million. CTC will utilise a portion of the advance to settle
certain liabilities of approximately R1,68 million, and the balance to redeem a
portion of FFBC"s pre-equalisation shareholder loans.
Each member has the right to nominate 1 director to CTC"s board for each 25%
held. Each of the seller and Conafex has granted to the other a pre-emptive
right over their shares and loans in and against CTC.
Financial effects of the transaction
The table below is shown in accordance with the rules of the JSE Securities
Exchange of South Africa and is for illustrative purposes only. The table sets
out the pro forma estimated financial effects in South African cents of the
acquisition on each Conafex share based on the 31 March 2003 Interim results of
Conafex and on the basis that the transaction had been effective for the six
month period between 01 October 2002 and 31 March 2003. Shareholders are advised
that Conafex`s results for the year ended 31 August 2003 are due to be published
shortly, and will not consolidate the trading results of CTC as Conafex did not
exercise a sufficient degree of control over CTC during the period.
Financial Before the After the Percentage
Effects acquisition acquisition change
EPS (cents) 105.98 113.98 7.54%
HEPS (cents) (27.68) (19.68) 28.89%
NAV per 14.84 14.91 0.47%
share
(cents)
NTAV per 14.84 14.19 (4.38%)
share
(cents)
1. The information in the "before" column is based on Conafex"s interim results
for the six month period ended 31 March 2003.
2. The effects on earnings per share ("EPS") and headline earnings per share
("HEPS") have been calculated on the assumption that the acquisition was
effective between 1 October 2002 and 31 Marach 2003.
3.The effects on net and net tangible asset values per share ("NAV" and "NTAV")
have been calculated on the assumption that the acquisition was effective on 31
March 2003.
4.The assumed exchange rate for the Rand to the US$ is 6.7500.
Documentation
The acquisition constitutes approximately 11,4% of Conafex"s current market
capitalisation and is categorised as a Category 3 transaction by the JSE and
thus this announcement appears for information purposes only. The transaction is
at arms length and does not require shareholder approval or a circular to be
sent to shareholders.
By order of the Conafex Board
19 November 2003
Corporate Advisor and Sponsor
Imara Corporate Finance South Africa (Pty) Ltd
Date: 19/11/2003 01:53:04 PM Produced by the JSE SENS Department
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