18th May 2010 07:00
18 May 2010
LONRHO PLC
("Lonrho" or "the Company" or "the Group")
Lonrho Plc's Agribusiness division increases holding in Rollex to 100 per cent
Lonrho Plc (AIM:LONR) has agreed today to increase its holding in the issued share capital of Rollex (Pty) Limited ("Rollex") from the current 51 per cent to 100 per cent.
In April 2008 Lonrho acquired a 51 per cent stake in Rollex, from the trustees of the De Robillard Family Trust, for an initial cash payment of ZAR40 million (approximately £2.6 million) and the commitment to make two further payments linked to the EBITDA performance of Rollex. The first of these deferred consideration payments for the initial 51 per cent stake, being the sum of ZAR33.6 million (approximately £2.5 million), was paid in August 2009. All the remaining shares in Rollex have been acquired on terms which include the second tranche of the original sale price.
Lonrho has now agreed to acquire, from the trustees of the De Robillard Family Trust, the remaining 49 per cent of the issued share capital in Rollex that Lonrho did not previously own (" the remaining Rollex shares"). The consideration payable has been translated into sterling and a fixed number of Lonrho shares determined by reference to the formula approved by shareholders at the Lonrho AGM on 31 March 2010. The consideration for the remaining Rollex shares will be satisfied by the issue of 42,119,258 new ordinary shares of 1 pence in Lonrho ("Consideration Shares") at an agreed price of ZAR51,450,000 (approximately £4,626,798) being 10.98 pence per share. At the closing mid market price, of 10 pence per Lonrho Ordinary Share, on 17 May 2010 the value of the remaining Rollex shares was therefore £4,211,926. Application has been made for the Consideration Shares to be admitted to trading on AIM and dealings are expected to commence on or about the 28 May 2010.
The Rollex profits for the period ending 30 September 2009 were ZAR16.6 million (approximately £1.1 million). Net assets at that date amounted to ZAR38.9 million (approximately £3.47 million).
The effect of the transaction on the Company will be to give Lonrho 100 per cent control of Rollex and consequently increase the level of profit attributable to Lonrho shareholders (and thus reducing the share of profit attributable to minorities) in the Group profit and loss account.
The beneficiary of the De Robillard Family Trust is Paul de Robillard, the Managing Director of Rollex and as such this transaction will constitute a related party transaction for the purposes of the AIM Rules for Companies. The Lonrho Board is of the opinion that the agreed price of R51.5 million (£4.62 million) is a discount to the current value of the shares being acquired and therefore represents a fair and reasonable price for the shareholders of Lonrho. The Lonrho board has therefore consulted with the Company's nominated advisor in relation to the transaction and following such consultation the board of Lonrho Plc has determined that the terms of the transaction are fair and reasonable insofar as the shareholders of Lonrho are concerned. Prior to this transaction Paul de Robillard did not own any shares in Lonrho but, immediately following completion, he will own 42,119,258 ordinary shares of 1 pence in Lonrho representing 3.86 per cent of the enlarged issued share capital of the Company.
The Consideration Shares will be subject to a lock-in for a period of twelve months from the date of completion of the transaction and thereafter will be subject to orderly market provisions. It has been agreed that such number of Consideration Shares as is equal in value to ZAR19 million may be sold in a manner so as to maintain an orderly market to satisfy certain liabilities arising for the vendor from the transaction.
Rollex, which was established in 1989, sources, packs and delivers fresh fruit, vegetables and fish produce from across Africa to its network of high profile retail clients in Africa, Europe, Scandinavia and the Middle East Paul de Robillard will remain as Managing Director of Rollex, post the transaction.
David Lenigas, Lonrho's Executive Chairman stated:
"Rollex is one of the cornerstones of the Lonrho Agriculture division. Since Lonrho bought a controlling stake in April 2008, it has proven its value. Given the growth opportunities and new projects being initiated by the company in this specialised niche sector, the Board believed that 100 per cent ownership was important and very beneficial to shareholders. The fact that Paul de Robillard has agreed to subscribe for Lonrho stock with appropriate lock-ins demonstrates his belief in the business and what it can achieve."
Enquiries
Lonrho Plc |
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David Lenigas, Executive Chairman |
+44 (0)20 7016 5105 |
Geoffrey White, Chief Executive Officer |
+44 (0)20 7016 5105 |
David Armstrong, Finance Director |
+44 (0)20 7016 5105 |
Emma Priestly, Executive Director |
+44 (0)20 7016 5105 |
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Pelham Bell Pottinger |
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Charles Vivian |
+44 (0) 20 7337 1538 |
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+44 (0) 7977 297903 |
James MacFarlane |
+44 (0) 20 7337 1527 |
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+44 (0) 7841 672831 |
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Beaumont Cornish Limited (Nomad) |
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Rosalind Hill Abrahams Roland Cornish |
+44 (0) 20 7628 3396 |
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