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Tiger Brands progresses disposal of its value-added meat products business
TIGER BRANDS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1944/017881/06)
Share code: TBS
ISIN: ZAE000071080
(“Tiger Brands” or the “Company”)
VOLUNTARY ANNOUNCEMENT: TIGER BRANDS PROGRESSES DISPOSAL OF ITS VALUE-ADDED
MEAT PRODUCTS BUSINESS
1. INTRODUCTION
Further to the announcements released on the Stock Exchange News Service (“SENS”) on
8 November 2019, 12 February 2020, 8 April 2020 and 25 May 2020, shareholders are advised that
the Company, through its wholly-owned subsidiary, Tiger Consumer Brands Limited (“Tiger Consumer
Brands”), has entered into two separate sale of business agreements (“SBAs”) for the disposal of its
value added meat products business units (“VAMP”), as going concerns. The two SBAs comprise (i)
an agreement with Molare Proprietary Limited (“Molare”) (the “Molare SBA”), in respect of the abattoir
business at Olifantsfontein (the “Abattoir Business”) (the “Molare Transaction”) and (ii) an agreement
with Silver Blade Abattoir Proprietary Limited (“Silver Blade”), the sole shareholder of which is Country
Bird Holdings Proprietary Limited (“Country Bird”) (together the “Country Bird Group”), in respect of
the meat processing businesses at Germiston, Polokwane and Pretoria (the “Meat Processing
Businesses”) (the “Country Bird Transaction”). Molare and Country Bird are separate and unrelated
purchasers. The Molare Transaction and the Country Bird Transaction are collectively referred to
hereunder as “the Transactions”.
2. THE TRANSACTIONS
a. Rationale for the Transactions
As part of the strategic review conducted by the board of directors of the Company (“Board”)
in 2017, the role of VAMP within the Company’s portfolio had been earmarked for further
evaluation, given this business’s unique value chain and the perishable nature of its underlying
products.
The tragic events of the nationwide listeriosis outbreak which took place during the course of
2017 and 2018 and are now the subject of the Class Action referred to in paragraph 4 below,
led to the temporary closure of these manufacturing facilities and this delayed the evaluation.
With the VAMP business having re-opened at the beginning of the 2019 financial year, the
Board considered it appropriate to initiate the further evaluation of VAMP, which confirmed
that the VAMP business was not an ideal fit within the Tiger Brands portfolio.
Following the receipt of several indicative offers, the Board approved the commencement of a
formal due diligence process in November 2019. This process has culminated in the execution
of the SBAs on the terms as set out in this announcement.
b. Salient Terms of the Transactions
i. Molare Transaction
Molare will acquire the Abattoir Business, as a going concern, for a total cash
consideration of R100,000,000 (one hundred million Rand), which will be payable
against delivery of the Abattoir Business on the effective date of the Molare
Transaction (which is expected to be 28 September 2020) (“Molare Effective Date”).
In addition, Molare will acquire all inventories (including consumable stores) located
at the Abattoir Business on the Molare Effective Date. The aggregate consideration
for the inventories (excluding consumable stores) is expected to be approximately
R13,000,000 (thirteen million Rand), which will be paid in 6 (six) monthly instalments
after the Molare Effective Date. Molare will also purchase the consumable stores
inventory for approximately R4,000,000 (four million Rand), to be settled within 5 (five)
days of the Molare Effective Date.
As part of the Molare Transaction, if both the Molare Transaction and the Country Bird
Transaction fail to become unconditional and do not proceed, Tiger Consumer Brands
has granted Molare an option (until 31 December 2021) to acquire the Abattoir
Business on substantially the same terms and conditions as contemplated in the
current Molare SBA, if Tiger Brands subsequently receives an offer from a third party
for the acquisition of the Meat Processing Businesses (“Option”).
In addition, where the Molare Transaction fails to become unconditional and does not
proceed (regardless of whether the Country Bird Transaction fails to become
unconditional), and Tiger Consumer Brands receives an offer for the Abattoir Business
which it wishes to accept, Tiger Consumer Brands has granted Molare a right (until
31 December 2021) to acquire the Abattoir Business, by matching or bettering such
offer (“Matching Right”).
If a transaction is concluded based on the above Option or Matching Right, the
transaction would be categorised in terms of the JSE Limited (“JSE”) Listings
Requirements, and subject to Tiger Brands shareholder approval to the extent
required, at that time.
Tiger Consumer Brands has provided warranties and indemnities to Molare, as
purchaser, which are customary for transactions of this nature and Tiger Brands has
provided a limited guarantee for the obligations of Tiger Consumer Brands to Molare
as purchaser.
ii. Country Bird Transaction
Silver Blade will acquire the Meat Processing Businesses as going concerns, for a
total cash consideration of R153,000,000 (one hundred and fifty-three million Rand)
(“Silver Blade Purchase Price”) of which R40,000,000 (forty million rand) will be
payable on the effective date of the Country Bird Transaction (which is expected to be
1 November 2020) (“Silver Blade Effective Date”) with the balance to be paid by
1 April 2021. The portion of the Silver Blade Purchase Price not paid on the Silver
Blade Effective Date will carry interest at the prime interest rate plus 1% to the date of
final payment.
In addition, Silver Blade will acquire all the inventories located at the Meat Processing
Businesses on the Silver Blade Effective Date, on payment terms over a period of not
more than 15 (fifteen) months. The aggregate consideration for the inventories is
expected to be approximately R158,000,000 (one hundred and fifty-eight million
Rand).
Tiger Consumer Brands has provided warranties and indemnities to Silver Blade as
purchaser, which are customary for transactions of this nature. In addition, Tiger
Consumer Brands indemnifies Silver Blade for such exposure that it may have as a
potential consequence of the Class Action referred to in paragraph 4 below (“the
Class Action Indemnity”). Tiger Brands has provided a guarantee in terms of which
it is jointly and severally liable with Tiger Consumer Brands in respect of Tiger
Consumer Brands’ potential obligations under the Class Action Indemnity. The
potential exposure of Tiger Consumer Brands as a result of the Class Action Indemnity
given by Tiger Consumer Brands and the guarantee given by Tiger Brands does not,
in the opinion of the Board, increase the overall potential exposure of the Tiger Brands
group in relation to the Class Action.
iii. Financial Assistance
The guarantees provided by Tiger Brands as set out in 2.b(i) and (ii) above constitute
financial assistance given by Tiger Brands to Tiger Consumer Brands as
contemplated under section 45 of the Companies Act, No. 71 of 2008, as amended
(the “Companies Act”) (the “Financial Assistance”). Tiger Brands therefore requires
the approval of shareholders in terms of section 45 of the Companies Act in order to
provide this Financial Assistance and accordingly a notice of meeting as further set
out in paragraph 7 below will be distributed to shareholders shortly after this
announcement.
c. Conditions precedent
Each of the SBAs are subject to suspensive conditions that are customary for a transaction of
this nature, including, without limitation, the fulfillment of the following suspensive conditions:
• Tiger Brands shareholder approval in terms of section 45 of the Companies Act for
the granting of the Financial Assistance to Tiger Consumer Brands;
• All regulatory approvals, including the approval of the Competition Authorities in South
Africa and Namibia in relation to the Country Bird Transaction, which approval shall
be unconditional or subject to such conditions as Tiger Consumer Brands and Silver
Blade may reasonably accept; and
• Conclusion of transitional services agreements between Tiger Consumer Brands and
each of Molare and Silver Blade.
3. FINANCIAL EFFECTS OF THE TRANSACTIONS
Based on Tiger Brands’ unaudited consolidated financial results for the six months ended March 2020,
the unaudited pro forma financial effects of the Transactions are as set out in the table below. These
pro forma financial effects are prepared for illustrative purposes only in order to enable Tiger Brands
shareholders to assess the impact of the Transactions and, because of their nature, may not give a
fair presentation of Tiger Brands' financial position, changes in equity, results of operations or
cashflows after the Transactions. The pro forma financial effects are the responsibility of the Board
and have not been reviewed or reported on by the auditors of the Company.
Pro forma 6 months
6 months ended ended Mar 2020
Pro forma – the Change
(Unaudited) Pro forma Financial Information Mar 2020 (effect after the
Transactions (%)
(Unaudited) Transactions)
(Unaudited)
Earnings per share (cents) 209.7 66.9 276.6 32%
Continuing operations - EPS (Cents) (Note 4) 221.2 66.9 288.1 30%
Discontinued operation - EPS (Cents) (11.5) - (11.5) -
Diluted earnings per share (cents) 208.4 66.5 274.9 32%
Continuing operations - Diluted EPS (cents) (Note 4) 219.9 66.5 286.4 30%
Discontinued operation - Diluted EPS (cents) (11.5) - (11.5) -
Pro forma 6 months
6 months ended ended Mar 2020
Pro forma – the Change
(Unaudited) Pro forma Financial Information Mar 2020 (effect after the
Transactions (%)
(Unaudited) Transactions)
(Unaudited)
Headline earnings per share (cents) 489.1 85.4 574.5 17%
Continuing operations - HEPS (cents) 500.6 85.4 586.0 17%
Discontinued operation - HEPS (cents) (11.5) - (11.5) -
Diluted headline earnings per share (cents) 486.1 84.9 571.0 17%
Continuing operations - Diluted HEPS (cents) 497.6 84.9 582.5 17%
Discontinued operation - Diluted HEPS (cents) (11.5) - (11.5) -
Net asset value per share (cents) 8,984.2 (25.2) 8,959.0 (0%)
Tangible net asset value per share (cents) 7,204.5 (25.2) 7,179.3 (0%)
Weighted average shares in issue for basic 165,677,405 165,677,405 -
Weighted average shares in issue for diluted 166,679,410 166,679,410 -
Notes and Assumptions
1) For the purposes of calculating the pro forma financial effects of the Transactions on the earnings per share ("EPS") and headline
earnings per share ("HEPS") of the Company for the six months ended 31 March 2020, it has been assumed that the Transactions took
effect on 1 October 2019.
2) For the purposes of calculating the pro forma financial effects of the Transactions on the net asset value per share and tangible net
asset per share of the Company as at 31 March 2020, it has been assumed that the Transactions took effect on 31 March 2020.
3) The “6 months ended March 2020 (Unaudited)” column has been extracted from the published unaudited consolidated results of the
Company for the six months ended 31 March 2020.
4) “Pro forma – the Transactions” column – The loss on the sale of the properties, plant and equipment and inventories of R30.7 million
(after tax) has been calculated from the respective asset values as reflected in the published unaudited interim results of the Company
for the six month period ended 31 March 2020. This loss has been excluded for headline earnings purposes. It is noted that the
proceeds of the properties, plant and equipment and inventories used in the calculation of the loss on sale is based on the values in
terms of the SBAs. The purchase consideration of inventory has been included based on the values assumed above with an 83%
recovery assumption on the stock on hand value at 31 March 2020. Interest on the net cash flow arising on the Transactions has been
factored into the calculation at the prevailing average interest rates at 31 March 2020, as well as the contracted advisory and legal costs
arising on the Transactions.
The pro forma financial effects have been prepared in a manner consistent in all respects with
International Financial Reporting Standards, the accounting policies adopted by Tiger Brands as at 31
March 2020, the revised South African Institute of Chartered Accountants guide on pro forma financial
information and the JSE Listings Requirements.
4. CLASS ACTION
The Transactions do not impact the Class Action, which was first advised to shareholders on SENS on
29 March 2018 (“the Class Action”), nor do they in any way affect Tiger Brands´ commitment to resolve
the Class Action legal process which is currently underway. A status update related to the Class Action
was released on SENS on 25 June 2020.
5. OVERVIEW OF VAMP, MOLARE AND THE COUNTRY BIRD GROUP
a. VAMP
VAMP is a South African value-added meat products business that is wholly owned by Tiger
Brands, through Tiger Consumer Brands. VAMP operates from an abattoir facility and three
meat processing facilities in South Africa, where it produces and packages inter alia products
such as polony, viennas, bacon and sausages. VAMP owns leading brands within the value-
added meat industry and primarily supplies top end retailers in South Africa.
b. Molare
Molare is one of South Africa’s major piggery businesses, with 3.3% of South Africa’s breeding
sows, representing in the region of 3.4% of the national pork production. Molare is located in
Middelburg, Mpumalanga and is one of the main suppliers of pigs to the Abattoir Business.
c. Country Bird Group
Silver Blade is a wholly-owned subsidiary of Country Bird.
Country Bird is a dynamic agricultural business in Africa, comprised of operations that stretch
across all major areas within the sector. Country Bird operates the Supreme Chicken brand,
which provides nutritious and healthy frozen chickens for households, Nutri Feeds brand, which
provides the latest innovations in animal nutrition, Opti Agri brand which supplies quality day
old chicks into the poultry market, Country Bird Logistics brand which provides a wholesale
branch to Country Bird’s operations and further poultry related operations in 8 other African
countries.
6. CATEGORISATION OF THE TRANSACTIONS
The Transactions fall below the Category 2 threshold for categorised transactions in terms of the JSE
Listings Requirements and the release of this announcement is therefore voluntary.
7. NOTICE OF THE EXTRAORDINARY GENERAL MEETING
Shareholders are advised that an extraordinary general meeting (“EGM”) of shareholders of Tiger
Brands for the purpose of approving the Financial Assistance referred to above will be held at 12:00
on Tuesday, 15 September 2020. A separate notice of the EGM will be distributed to shareholders on
Monday, 17 August 2020 and published on the Company’s website
(https://www.tigerbrands.com/investor) after the publication of this announcement.
8. SALIENT DATES
Shareholders are advised to note the following salient dates and activities leading up to the EGM date:
2020
Record date to determine which shareholders are entitled to Friday, 7 August
receive the notice of EGM
Posting of notice of EGM Monday, 17 August
Last day to trade in order to be eligible to attend and vote at the Tuesday, 1 September
EGM
Record date in order to be eligible to participate in and vote at Friday, 4 September
the EGM
Forms of proxy to be lodged with Computershare, for Friday, 11 September
administrative purposes, by no later than 12:00, on
EGM to be held in electronic format at 12:00 (CAT) on Tuesday, 15 September
Bryanston
17 August 2020
Sponsor
J.P. Morgan Equities South Africa Proprietary Limited
Financial adviser and transaction sponsor
Rand Merchant Bank, a division of FirstRand Bank Limited
Legal adviser
Edward Nathan Sonnenbergs Inc.
Date: 17-08-2020 09:00:00
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