| Mon 23 Aug 2004, 18:37 | | Real Africa Holdings Limited - Disposal By Real Af |
|
Real Africa Holdings Limited - Disposal By Real Africa Holdings Of Its Entire
Release Date: 23/08/2004 17:39:23 Code(s): RAH
REAL AFRICA HOLDINGS LIMITED - DISPOSAL BY REAL AFRICA HOLDINGS OF ITS ENTIRE
SHAREHOLDING IN OCFISH HOLDING LIMITED COMPANY
REAL AFRICA HOLDINGS LIMITED
Incorporated in the Republic of South Africa
(Registration number 1994/003919/06)
Share Code: RAH
ISIN: ZAE000008702
(`RAH`)
DISPOSAL BY RAH OF ITS ENTIRE SHAREHOLDING IN OCFISH HOLDING COMPANY LIMITED
(`OCFISH`).
1. INTRODUCTION
The Standard Bank of South Africa Limited (`Standard Bank`) is authorised to
announce that RAH has conditionally disposed of its entire shareholding in
Ocfish to Business Venture Investments Number 861 (Proprietary) Limited, (`the
BEE Consortium`) a consortium comprising Autshumatu Investments (Proprietary)
Limited, Wild Orchard (Proprietary) Limited, Makana Investment Corporation
(Proprietary) Limited, Libalele Enterprises (Proprietary) Limited and the Cadiz
Consortium (`the disposal`). The disposal is subject to the conditions
precedent detailed in paragraph 4 below.
RAH, Tiger Brands Limited (`Tiger Brands`), Ocfish and Oceana Group Limited
(`Oceana`), are party to an existing shareholders` agreement governing the
relationship of the shareholders in Ocfish (`the shareholders agreement`). The
BEE Consortium will replace RAH in the shareholders agreement. Ocfish is
jointly controlled by RAH and Tiger Brands and its sole investment is a 47%
shareholding in 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.
2. RATIONALE
The shares of RAH have been trading at a discount compared to RAH`s underlying
net asset value. The board believes that the disposal will contribute to
reducing the discount at which RAH shares are trading to its underlying net
asset value. The disposal would considerably enhance the black economic
empowerment credentials of Oceana.
3. TERMS
Subject to the fulfillment of the conditions precedent detailed in paragraph 4
below, RAH has, with effect from 3 July 2004, sold its 22 234 344 A ordinary
shares in Ocfish (`the A ordinary shares`), comprising 43% of the entire issued
share capital of Ocfish, to the BEE Consortium for a total cash consideration of
approximately R320 million (`the cash consideration`).
4. CONDITIONS PRECEDENT
The disposal is subject to the following conditions precedent:
4.1 the obtaining of the unconditional approval from the competition
authorities in terms of the Competition Act, 1998 of the disposal, by no later
than 29 November 2004;
4.2 the receipt by the BEE Consortium of a written confirmation by the
Securities Regulations Panel that the disposal shall not give rise to an
obligation on the BEE Consortium, in terms of the Securities Regulations Code on
Takeovers and Mergers, to make a compulsory offer to acquire any of the shares
of Oceana or Ocfish, by no later than 14 days after the date of fulfilment of
the condition precedent in 4.3 below; and
4.3 the delivery by the BEE Consortium of written unconditional confirmation
from its funders that it is prepared to directly or indirectly provide the
funding required to implement the disposal, together with written confirmation
from the BEE Consortium and any other party that may participate in such funding
arrangements that they are satisfied with the terms and conditions of such
funding arrangements, by no later than 20 September 2004, and the subsequent
delivery by the BEE Consortium, by no later than 27 September 2004, of a written
undertaking by a financial institution acceptable to RAH and in a form
acceptable to RAH to pay the cash consideration on the due date, conditional
only on the fulfilment of the remaining conditions precedent.
5. 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 disposal on the audited published
results of RAH for the year ended 31 March 2004 had the disposal been effected
on 1 April 2003 for earnings purposes and 31 March 2004 for net asset value
purposes.
Before
After
% Change
Earnings per share (1)
78.70
112.08
42.4%
Headline earnings per share (1)
81.01
75.64
-6.6%
Net asset value per share (2)
357.70
353.92
-1.1%
Notes and assumptions
1. The earnings and headline earnings per share are based on a weighted average
number of shares in issue for the year of 371.8 million shares and the net asset
value per share is based on 371.8 million shares in issue as at 31 March 2004.
2. The net asset value per share is based on ordinary shareholders` funds
reflected on the balance sheet and adjusted by the attributable increase in the
market value of listed investment and directors valuation of the unlisted
investments as at 10 June 2004, the last date at which the valuation was
presented to RAH shareholders.
3. Interest on the consideration received has been calculated at an after tax
rate of 5.6% per annum. Capital Gains Tax has been calculated at an effective
rate of 15%.
6. DOCUMENTATION
Full details of the disposal, as required in terms of the JSE Listings
Requirements, will be contained in the circular to be posted on or about
Tuesday, 28 September 2004.
Bryanston
23 August 2004
Investment Bank and Transactional Sponsor
Standard Bank Corporate and Investment Banking
(Registration number: 1962/000738/06)
(A division of the Standard Bank of South Africa Limited)
Corporate law advisers and consultants to RAH
Edward Nathan & Friedland (Proprietary) Limited
(Registration number: 1999/026464/07)
Sponsor
Rand Merchant Bank, Corporate Finance
(A division of FirstRand Bank Limited)
(Registration number: 1966/010753/06)
Corporate Adviser to the BEE Consortium
Cadiz Corporate Solutions
(Registration number 1997/007258/06)
Legal adviser to the BEE Consortium
Hofmeyr Herbstein Gihwala Incorporated
(Registration number 1997/001523/21)
