| Thu 14 Dec 2006, 7:00 | | TNT - The Tongaat-Hulett Group Limited - Hulamin U |
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TNT
THGL
TNT - The Tongaat-Hulett Group Limited - Hulamin Unbundling And Bee
Equity Transactions
The Tongaat-Hulett Group Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1892/000610/06)
(Share code: TNT)
(ISIN: ZAE000007449)
TONGAAT-HULETT - HULAMIN UNBUNDLING AND BEE EQUITY TRANSACTIONS
Announcement regarding the proposed unbundling and listing on the JSE of
Hulett Aluminium (Pty) Limited ("Hulamin"), the proposed Black Economic
Empowerment transactions in respect of Tongaat-Hulett and Hulamin and
cautionary announcement
1. Transaction overview
On 20 February 2006, The Tongaat-Hulett Group Limited ("THG") announced
its intention to unbundle its 50% interest in Hulamin to THG
shareholders and to list Hulamin on the JSE Limited ("JSE") and
simultaneously facilitate the introduction of meaningful and sustainable
Black Economic Empowerment ("BEE") equity participation in both Tongaat-
Hulett ("TH") and Hulamin.
THG is now pleased to announce the details of the proposed transaction
framework which, if implemented, will result in:
* THG separating into TH and Hulamin, which follows the previous
disposals of non-core businesses from THG, investment in the core
business and actions to enhance earnings;
* The listing of Hulamin on the JSE followed immediately by the
unbundling by THG of its 50% interest in Hulamin to all
shareholders pro rata to their current shareholdings in THG;
* The creation of two separately listed, focused companies:
* TH will be an agri-processing business with significant
integrated land management, agriculture and property
development activities; and
* Hulamin will be an independent producer of aluminium rolled,
extruded and other semi-fabricated and finished products.
* The introduction of sustainable BEE equity participation in both TH
and Hulamin;
* The acquisition of a 25% interest in TH by broad-based groups of
BEE investors ("the TH BEE equity transaction") comprising:
* Anchor BEE partners in the form of Ayavuna Women`s Investments
and Sangena Investments, headed up by Hixonia Nyasulu and
Bahle Sibisi respectively, together with community groups
relevant to TH`s business. These groupings will collectively
subscribe for an 18% interest in TH; and
* Senior TH black South African management will participate in
the TH Management Share Ownership Plan ("TH MSOP"). All
permanent TH employees up to middle management level based in
South Africa, the large majority of whom are black, will
participate in the TH Employee Share Ownership Plan ("TH
ESOP"). The TH MSOP and TH ESOP will collectively subscribe
for a 7% interest in TH.
* The acquisition of a 15% interest in Hulamin by broad-based groups
of BEE investors ("the Hulamin BEE equity transaction")
comprising:
* Anchor BEE partners in the form of the Imbewu Consortium and
the Makana Investment Consortium, headed up by JB Magwaza and
Peter-Paul Ngwenya respectively, together with broad based
groupings mainly representing communities in the
Pietermaritzburg area all of whom will collectively subscribe
for a 10% interest in the business of Hulamin; and
* Senior Hulamin black South African management will participate
in the Hulamin Management Share Ownership Plan ("Hulamin
MSOP"). All permanent Hulamin employees up to middle
management level based in South Africa, the large majority of
whom are black, will participate in the Hulamin Employee Share
Ownership Plan ("Hulamin ESOP"). The Hulamin MSOP and Hulamin
ESOP will collectively subscribe for a 5% interest in Hulamin.
* A return of capital of R500m to TH shareholders by way of a share
buy-back to optimise the capital structures of both TH and Hulamin,
to facilitate the introduction of the BEE equity interest in the
companies while leaving both companies with the balance sheet
capacity to undertake meaningful growth projects.
THG and Hulamin have entered into binding Memoranda of
Understanding ("MoU") with the various BEE investors which will be
expanded into definitive agreements to record the detailed terms of
these proposed BEE transactions.
2. Strategic rationale and prospects
2.1 Hulamin unbundling and listing on the JSE
Following a strategic review to further enhance shareholder
value and build on the substantial achievements of the past
three years and the ongoing actions to increase earnings and
grow the business, the board of THG announced its intention to
unbundle Hulamin to its shareholders.
THG has developed the Hulamin business over the past 30 years,
transforming it into a successful independent niche producer
of aluminium semi-fabricated products. Given the stage of its
growth cycle, the business now has the requisite critical mass
and growth prospects to prosper as a separately listed
business.
The board believes that the unbundling and listing of Hulamin
on the JSE will unlock value for shareholders and provide
investors with a unique investment opportunity in a focused
aluminium semi-fabricator company. The unbundling will enhance
TH`s value proposition as an agri-processing business with
significant integrated land management, agriculture and
property development activities. It will create opportunities
to further enhance operating performance, improve delivery on
growth projects and take advantage of the changing global
sugar dynamics.
2.2 Introduction of BEE equity participation
THG regards transformation as fundamental to the long term
development and stability of the South African economy and the
THG business. THG has successfully undertaken numerous
meaningful and sustainable BEE initiatives in all aspects of
its business particularly in the areas of employment equity,
preferential procurement, skills development, enterprise
development and community involvement.
The proposed unbundling creates an opportunity to attract
value add BEE equity partners into both TH and Hulamin.
The anchor BEE partners selected by TH have considerable
knowledge of TH`s business and will play a leading role in
building the business and developing value adding initiatives
with the community groups. The two selected community groups
are the previously disadvantaged communities surrounding TH`s
property developments and the small scale cane grower
communities supplying TH`s four South African sugar mills.
The anchor BEE partners in Hulamin were selected based on a
number of criteria including demographic and geographic
profile, and sustainable value creation. The consortium
leaders have long standing relationships with Hulamin and will
play a leading role in driving shareholder value and realising
the growth ambitions of the company.
Employees are key to the sustainable prosperity of both TH and
Hulamin. Eligible employees referred to in section 1 will be
included in the BEE transaction which will enhance the
businesses` track records of success in retaining and
developing their staff.
3. Group structure
3.1 Current group structure
The current structure of THG can be found in the press and on
the website.
3.2 Proposed structures after the Hulamin unbundling, the TH BEE
equity transaction and the Hulamin BEE equity transaction
The ownership structures of TH and Hulamin, assuming the
Hulamin unbundling, the Hulamin BEE equity transaction and the
TH BEE equity transactions are implemented, are illustrated in
the diagrams found in the press and on the website.
4. The transactions
4.1 Transaction value
For the purposes of introducing BEE equity participation in TH
and Hulamin, a detailed assessment of the value of the two
entities was undertaken. Based on this, the parties agreed an
enterprise value split of 71.5%:28.5% ("the Agreed Split")
between TH and the 50% of Hulamin owned by THG.
Based on the closing THG share price of R106 per share on
Monday 11 December, the Agreed Split implies the following
approximate enterprise valuations:
* TH: R8,270 million
* Hulamin: R6,600 million
Unless agreed otherwise, the final enterprise valuations for
TH and Hulamin will be determined by applying the Agreed Split
to the enterprise value of THG based on a volume weighted
average price ("VWAP") for a period up to the latest
practicable date prior to TH posting a circular to
shareholders detailing the transactions and approvals required
from shareholders. The enterprise valuations of the two
companies will be adjusted for net debt and other pre-agreed
adjustments.
4.2 Transaction steps
The proposed transaction comprises the following series of
transaction steps, which will be implemented simultaneously.
Step 1: Listing and unbundling of Hulamin
Hulamin will be listed on the JSE by way of introduction by
its shareholders. Immediately after the listing of Hulamin on
the JSE, THG will unbundle its 50% interest in Hulamin to all
THG`s shareholders. The THG listed entity will be known as TH
after the unbundling.
Step 2: Pro rata repurchase of shares
TH will undertake a specific, pro-rata repurchase of shares
from shareholders in the amount of R500 million (inclusive of
any STC that may be incurred by TH).
Step 3: Subscription for shares by TH BEE partners
The TH BEE partners will form the following investment
vehicles for the purpose of entering into the proposed BEE
transactions:
* Sangena Consortium will combine with the small scale cane
grower communities to form a special purpose vehicle
("Cane SPV") which will subscribe for an 8% interest in
TH; and
* Ayavuna Consortium will combine with the communities in
the areas surrounding the land management and property
development business of TH to form a special purpose
vehicle to subscribe for a 10% interest in TH
("Infrastructure SPV").
Each of the Cane SPV and Infrastructure SPV will
subscribe for unlisted A Preferred Ordinary Shares ("A
Preferred Ordinary Shares") which will represent a
combined stake of 18% in TH subsequent to the
implementation of all the steps of the transaction. The A
Preferred Ordinary Shares will rank pari passu with all
other ordinary shares except for their preferred
entitlement to a fixed annual dividend which will endure
for a period of seven years. After seven years the right
to a preferred dividend will expire and these shares will
become listed ordinary shares (ranking pari passu with
all other ordinary shares) and will be subject to a lock-
in provision for a further three year period.
As agreed in the MoU, the BEE parties will subscribe for
the A Preferred Ordinary Shares. The equity value per
share will be based on an enterprise value for TH
determined in accordance with paragraph 4.1, less net
debt in TH and certain pre-agreed adjustments.
Step 4: Subscription for shares by TH BEE employee share
trusts
The TH ESOP and TH MSOP trusts will subscribe for B
Ordinary Shares which will represent a collective
interest of 7% in TH after the conclusion of the proposed
transactions. The B Ordinary Shares will rank pari passu
with the existing ordinary shares other than for certain
rights and obligations attaching to these shares in
respect of notional vendor funding considerations (refer
to section 8).
Step 5: Subscription for shares in Hulamin operating
subsidiary by BEE partners
The Hulamin empowerment partners, through a ringfenced
SPV, will subscribe for a 10% stake in a wholly owned
subsidiary of Hulamin as set out in section 7. The equity
value per share will be based on the enterprise value for
Hulamin determined in accordance with paragraph 4.1, less
net debt in Hulamin and certain pre-agreed adjustments.
Step 6: Subscription for shares by Hulamin BEE employee
share trusts
The Hulamin ESOP and Hulamin MSOP trusts will subscribe
for B Ordinary Shares which will represent a collective
interest of 5% in Hulamin after the conclusion of the
proposed transactions. The B Ordinary shares will rank
pari passu with the existing ordinary shares other than
for certain rights and obligations attaching to these
shares in respect of notional vendor funding
considerations.
The following sections provide more detail on the
transaction steps.
5. The Hulamin unbundling
The unbundling of Hulamin will take the form of a distribution in
specie by THG to its shareholders of its entire holding of Hulamin
shares. and / or distribution of reserves in terms of section 46
of the Income Tax Act No. 58 of 1962 and section 90 of the
Companies Act No 61 of 1973.
6. The TH BEE equity transaction
6.1 Information on the BEE equity participants
Ayavuna Women`s Investments ("Ayavuna")
Ayavuna is a black controlled women`s group, with the majority
of its members based in KwaZulu-Natal, which will own 30% of
the Infrastructure SPV. The shareholders of Ayavuna are:
Shareholder % interest % indirect
in Ayavuna interest in
TH
Mawavune 35.0% 1.05%
Community Trust 10.0% 0.30%
Nyasulu Trust 25.0% 0.75%
Ayavuna employees 10.0% 0.30%
Standard Bank 20.0% 0.60%
Hixonia Nyasulu is the executive chairperson of Ayavuna and
has the largest individual shareholding. Hixonia currently
serves on the THG board in addition to other board
directorships including Anglo Platinum, Defy Appliances and
Sasol. Hixonia has a long association with the THG and will
bring relevant expertise and leadership to the management of
the Infrastructure SPV.
Ayavuna brings a wealth of experience and expertise through
its individual members in Mawavune. Mawavune is an investment
vehicle owned and managed by ten professional black women with
various areas of expertise. Thandeka Mgoduso is Chairperson of
Mawavune, an executive director of Ayavuna, a director of the
South African Reserve Bank, chairperson of the Road Freight
Association, deputy chairperson of the National Nuclear
Regulator and was previously the CEO of Freightdynamics, the
road and freight subsidiary of Transnet.
Communities surrounding TH`s property developments
The 70% shareholder in the Infrastructure SPV will be the
previously disadvantaged communities surrounding a number of
near to medium term land development projects of TH. These
projects will contribute significantly to the upliftment of
the surrounding communities.
The identified projects fall within the eThekwini municipality
and Ilembe regional and KwaDukuza local authorities and are
predominantly urban and peri-urban developments surrounded by
African and Indian communities. The community investment in TH
will be held through the Mphakathi Development Trust which
will manage disbursements and ongoing benefits arising from
the investment in TH. The trust will be managed by a board of
trustees comprising representatives of the constituent
communities, Ayavuna and TH.
Sangena Investments ("Sangena")
Sangena is a 100% black owned and managed entity which will
own 30% of the Cane SPV. The shareholders in Sangena are five
professional business persons, each owning between 13.5% and
36% of Sangena and representing an effective interest in TH of
between 0.32% and 0.86%.
Bahle Sibisi is the Chief Executive of Sangena and, as a 36%
shareholder, has the largest individual shareholding in
Sangena. Bahle is the former Deputy Director General of the
Enterprise and Industry Development division of the Department
of Trade and Industry ("DTI"). Bahle played a key role in the
development of the DTI`s strategy for broad based black
economic empowerment and led the negotiations on the Trade,
Development and Co-operation Agreement with the European
Union. He brings a wealth of experience particularly with
respect to dynamics in the sugar industry which will be key to
Sangena`s leadership role in the Cane SPV.
Vuyokazi Mahlati and Claudia Manning are women shareholders in
Sangena who own a collective interest of circa 33% in Sangena.
Vuyo is a consultant to the National Programme for the
Creation of Small Enterprise and Jobs in the Second Economy
and Claudia is a non executive director of the Development
Bank of Southern Africa, Scott Stewart International and Mondi
South Africa. Sagay Moodliar and Nathi Chonco are executive
and non-executive directors respectively of Sangena owning a
combined interest of circa 30% in Sangena.
Communities surrounding TH`s small scale cane growers
The major shareholder in the Cane SPV will be the small scale
cane grower communities surrounding TH`s four South African
sugar mills. By including these communities as a key
stakeholder in the transformation of TH, the company
recognises the valuable part that these communities have
played, and will continue to play, in the success of the
business.
The community ownership will be held through the Small Scale
Cane Growers Community Trust which will manage disbursements
and ongoing benefits arising from the investment in TH. The
trust will be managed by a board of trustees comprising
representatives of the constituent communities, Sangena and
TH.
6.2 Funding
The consideration for the 10% and 8% interests which are
respectively to be subscribed for by the Infrastructure SPV
and Cane SPV will be funded as follows:
* Equity contributions by the anchor partners in the
respective SPVs;
* External institutional funding in the form of preference
share capital in the SPVs. The preference share funding
will comprise:
* `senior` preference shares which will be raised
against the preferred coupon payable on the A
Preferred Ordinary Share investment of each of the
SPVs into TH; and
* `mezzanine` preference shares which will be raised
on a share cover basis against the value of the A
Preferred Ordinary Shares.
* The remainder of the funding requirement will be provided
by TH through a notional vendor funding arrangement. In
terms of this arrangement, the SPVs will subscribe for a
portion of the A Preferred Ordinary Shares at their par
value. TH will repurchase so many of these shares, at par
value, at the end of the funding term, as will be
sufficient to `settle` the outstanding balance, taking
into account a market related return on the notional
vendor funding account.
The external and notional vendor funding arrangements will
endure for a period of seven years after which the A Preferred
Ordinary Shares will become ordinary shares ranking pari passu
with all other ordinary shares and refinancing of the various
funding arrangements will be evaluated.
6.3 Board representation
Both of the anchor BEE partners will be invited to appoint a
representative to the board of directors of TH.
7. The Hulamin BEE equity transaction
7.1 Overview of the Hulamin BEE equity transaction
In anticipation of the unbundling and listing of Hulamin and,
in order to facilitate the introduction of BEE partners in
Hulamin, Hulamin will dispose of all of its operations to a
wholly owned subsidiary ("OpCo") as a going concern. The
disposal proceeds will be settled by way of equity in OpCo and
a shareholder loan and it is anticipated that, depending on
the eventual enterprise value of Hulamin, the latter would
comprise in excess of 90% of the disposal consideration.
Immediately after the listing and prior to the unbundling of
Hulamin, the following steps will be undertaken to introduce
BEE partners in Hulamin:
* the BEE partners will subscribe, through a special
purpose vehicle, for 10% of Hulamin`s equity and
shareholder`s loan investments in OpCo based on the
enterprise value as set out in paragraph 4.1, less net
debt and certain pre-agreed adjustments. Unless otherwise
agreed by the parties, the shares in Opco will after
seven years be exchanged, on an equivalent value basis,
for listed shares in Hulamin. The BEE partners will be
subject to lock in provisions for a further period of
three years;
* Hulamin will issue one A Ordinary Share to the BEE
partners which will not be listed. The A Ordinary Share
will have no entitlements to any dividends or other
shareholder distributions, but will entitle the BEE
partners to a 10% voting interest in Hulamin. This A
ordinary share will be repurchased by Hulamin at its par
value upon occurrence of the share exchange referred to
above;
* the Hulamin ESOP and Hulamin MSOP share trusts will
subscribe for B Ordinary Shares in Hulamin representing a
collective interest of 5% in the company after the
conclusion of the proposed transactions. The B Ordinary
Shares will rank pari passu with the Hulamin ordinary
shares other than for certain rights and obligations
attaching to these shares in respect of the vendor
funding considerations (refer to section 8).
7.2 Information on the BEE participants
Imbewu Consortium ("Imbewu")
Imbewu is a black controlled consortium which will own 6% of
Hulamin OpCo. The shareholders of Imbewu are:
Shareholder % interest % indirect
in Imbewu interest in
Hulamin
OpCo
JB Magwaza 16.3% 0.98%
Imbewu Capital Partners 29.2% 1.75%
Sipho Madonsela 4.2% 0.25%
Strategic Partners and broad 50.3% 3.02%
based groupings
JB Magwaza is the Chairman of the Imbewu Consortium and is
also a director of THG. He has a 16.3% stake in Imbewu and
sits on a number of boards of companies including Mutual &
Federal, Nedbank, Dorbyl, Ithala Development Corporation,
Rainbow Chicken and Anglo American South Africa.
Imbewu Capital Partners is a black controlled private equity
and investment holding company. Gcina Zondi is a founder and
the Chief Executive and he owns 40% of Imbewu Capital
Partners. Imbewu Capital Partners has a 29.2% stake in
Imbewu.
Sipho Madonsela is a Pietermaritzburg based businessman who
founded and is currently the Chief Executive of Emzansi
Consulting Engineers, a firm of 55 professional engineers
specialising in civil, mechanical and electrical engineering.
He is currently the President of the Engineering Council of
South Africa.
The broad based groupings associated with Imbewu include the
following:
* The Mehlesizwe Trust which has numerous beneficiaries
including rural women`s groups, youth and disabled
groupings and other developmental trusts in KwaZulu-
Natal.
* An Engineers` Trust representing the interests of 87
engineers who are members of the National Society of
Black Engineers.
* The SMME Trust representing the interests of 56 SMME`s
associated with the Business Support Centre ("BSC") in
Pietermaritzburg. BSC is an organisation focused on the
development of black micro enterprises in and around the
Pietermaritzburg area. BSC`s mission is to source and
establish business opportunities for small and medium
sized enterprises and support their development. BSC has
been operating since 1996 and Hulamin has been a
supportive partner since its inception.
* In addition, Hulamin and the BEE partners have identified
a number of broad-based groupings involved in education,
healthcare and social upliftment to participate in the
Hulamin BEE equity transaction.
Makana Investment Consortium ("Makana Consortium")
The Makana Consortium, which is controlled by Makana
Investment Corporation, will own 4% of Hulamin OpCo. The
shareholders of the Makana Consortium are:
Shareholder % interest % indirect
in the interest in
Makana Hulamin
Consortium OpCo
Makana Investment 60.0% 2.40%
Corporation
Makana Trust 51.0% 1.22%
African Sky 22.5% 0.54%
Autshumatu Investments 16.5% 0.40%
Wild Orchard 10.0% 0.24%
Makana Investment KZN 40.0% 1.60%
Makana Investment 40.0% 0.64%
Corporation
KZN EPPC Committee 40.0% 0.64%
(Section 21 company)
EPPC KZN management 20.0% 0.32%
Makana Investment Corporation was formed as a commercial vehicle to
enable former political prisoners to participate in the South
African economy. Makana Investment Corporation is a broad based
grouping and is the major shareholder in the Makana Consortium with
a 60% direct stake.
The majority shareholder of Makana Investment Corporation is Makana
Trust (51%). Makana Trust was established in 1996 to address the
needs of ex-political prisoners and has an estimated 6,450
beneficiaries. The current trustees include Peter-Paul Ngwenya,
Soto Ndukwana, Margaret Ndlovu, Nolitha Yvonee Vukuza-Linda and
Tokyo Sexwale. Peter-Paul Ngwenya is a founder member and
executive chairman of Makana Investment Corporation. Peter-Paul is
a 22.5% shareholder in the Makana Investment Corporation through
African Sky.
Autshumatu Investments is 100% black owned and has 8 shareholders
including Sfiso Buthelezi, the former economic adviser to the MEC
of KwaZulu-Natal, who is a 22.5% shareholder in Autshumatu
Investments.
Wild Orchard is an investment company that is 83% black owned and
controlled.
Makana Investment KZN is a 40% shareholder in the Makana
Consortium. The company was formed to take advantage of local SME
business opportunities in KwaZulu-Natal and enable KwaZulu-Natal-
based ex-political prisoners to benefit from growth opportunities
in the province. Its shareholders include Makana Investment
Corporation (40%) and the KZN EPPC Committee which is a Section 21
company owning 40%. The EPPC management in KwaZulu-Natal has a 20%
stake in Makana Investment KZN.
7.3 Funding
The funding of the subscription for shares by the BEE partners
in Opco will be fully funded by an unencumbered equity
contribution from the BEE partners.
The BEE partners will fund the purchase of their proportionate
share of the OpCo shareholders` loan through third party bank
funding which will be serviced through the repayment by OpCo
of the BEE partners` shareholder loan. The BEE partners`
shareholder loan will rank ahead of the Hulamin shareholder
loan to OpCo to enhance the fundability of the acquisition by
the BEE partners.
7.4 Board representation
The BEE SPV will be invited to appoint at least one
representative to the board of directors of Hulamin.
8. Employee participation
TH and Hulamin value their employees as key contributors to the
historic and ongoing success of the respective businesses and for
this reason senior black South African management and all permanent
employees up to middle management level based in South Africa, the
large majority of whom are black, will be included as participants
in the proposed BEE transactions. The proposed initiatives for
employee participation in the respective companies were developed
with the following objectives in mind:
* To retain and attract a high calibre of employee at every
level within the organisation;
* To create a sense of ownership amongst the employees of the
companies and engender an ownership culture in the workforce;
and
* To spread a significant proportion of the benefit of the BEE
transactions amongst a wide group of individuals who are key
to the sustained success of the respective businesses.
The employee participation in both TH and Hulamin will be effected
through similar notional vendor funding structures. Senior black
South African management and all permanent employees up to middle
management level based in South Africa, the large majority of whom
are black, will be invited to participate (through trusts set up
for this purpose ("Employee Trusts")) in the transaction.
The Employee Trusts will subscribe for B Ordinary shares in TH and
Hulamin. The B Ordinary shares will rank pari passu with the
ordinary shares except that TH and Hulamin will retain the right to
repurchase a proportion of these shares at the completion of the
option period at their par value, in order to `settle` the notional
vendor funding extended to the Employee Trusts to acquire these
shares. The shares held for the benefit of employees by the
Employee Trusts will be under the control of the employees of TH
and Hulamin through their representation on the board of trustees.
9. Facilitation
Both the Hulamin BEE transaction and the TH BEE transaction will be
funded and sustainable. The facilitation cost to shareholders as a
percentage of market capitalisation will be in line with similar
BEE transactions concluded.
10. Conditions precedent
Implementation of the transactions will be subject, inter alia, to:
Obtaining of the funding required to implement the transactions;
Signature of the requisite agreements;
* Obtaining the requisite regulatory approvals and third party
opinions;
Approval by THG shareholders of the resolutions necessary to
implement the transactions; and
* Obtaining of any third party consents to the cession and delegation
of certain contracts (if required).
* To the extent that a fair and reasonable opinion may be required by
the JSE it will be contained in the circular to be posted to
shareholders.
11. Cautionary announcement
A further announcement will be made at the appropriate time and
when the requisite agreements have been signed and the financial
effects have been finalised. Thereafter a circular will be sent to
THG shareholders which will record the detailed transaction terms
and the resolutions the shareholders will be asked to approve in
order to implement the transactions.
Accordingly, Tongaat-Hulett Group shareholders are advised to
exercise caution when dealing in their Tongaat-Hulett Group shares
until a further announcement is made.
Tongaat
14 December 2006
www.tongaat.co.za
Financial and debt adviser: Rand Merchant Bank (A division of FirstRand
Bank Limited)
Attorneys: Bowman Gilfillan
Transaction sponsor: Rand Merchant Bank (A division of FirstRand Bank
Limited)
Sponsor: Investec Bank Limited
Date: 14/12/2006 07:00:09 Produced by the JSE SENS Department.