Announcement Relating To The Disposal Of Commercial Cold Storage Group Limited
Oceana Group Limited
Incorporated in the Republic of South Africa
(Registration number 1939/001730/06
JSE Share Code: OCE
NSX Share Code: OCG
ISIN Number: ZAE000025284
("Oceana" or the “Company" or the “Group”)
ANNOUNCEMENT RELATING TO THE DISPOSAL OF COMMERCIAL COLD STORAGE GROUP LIMITED
1. INTRODUCTION AND TRANSACTION OVERVIEW
Oceana is pleased to announce that on 03 October 2022 it entered into transaction agreements (the
“Agreements”) to dispose of its cold storage business, Commercial Cold Storage Group Limited,
trading as CCS Logistics (“CCS Logistics”), for a total consideration of R760 million (“Consideration”)
net of the value accruing to minority interests in the Namibian (CCS Namibia (Pty) Ltd 31%) and
Duncan Dock (CCS Ports (Pty) Ltd 30%) operations (the ” Transaction”). The implied 100% enterprise
value including minorities is R895 million.
The purchaser is a special purpose vehicle owned by a consortium comprised of (i) Old Mutual Life
Assurance Company (South Africa) Limited (acting on behalf of the Infrastructural, Developmental and
Environmental Assets (“IDEAS”) Managed Fund) (“IDEAS Fund”) and the African Infrastructure
Investment Fund 4 Partnership (“AIIF4 Fund”). Both the IDEAS Fund and AIIF4 Fund are managed by
African Infrastructure Investment Managers (Pty) Ltd (“AIIM”), (ii) Bauta Logistics Ltd (“Bauta
Logistics”), and (iii) Mokobela Shakati (Pty) Ltd (“Mokobela Shakati”) (the special purpose vehicle,
hereinafter referred to as the “Purchaser”).
The main beneficial owners of the consortium members are as follows:
- IDEAS Fund: advised by AIIM under an advisory agreement with the IDEAS Managed Fund;
- AIIF4 Fund: managed and advised by AIIM through a management agreement with African
Infrastructure Investment Fund 4 Partnership, acting through AIIF4 General Partner (Pty) Ltd in its
capacity as general partner;
- Bauta Logistics: owned by a limited company ultimately controlled by its Managing Director
Michael Osekereh;
- Mokobela Shakati: sponsored by Moss Ngoasheng, and Monhla Hlahla.
AIIM is a private equity investment manager and a wholly-owned subsidiary of Old Mutual Alternative
Investments dedicated to infrastructure investments in the ports and logistics, energy transition and
digital infrastructure sectors. AIIM is the lead consortium member and intends to conclude the
Transaction in its capacity as investment manager of the IDEAS Fund and AIIF4 Fund. Bauta Logistics
operates in the food logistics sector with the aim of being a leading partner in temperature-controlled
logistics for the Middle East-Africa region food and agriculture industries. Mokobela Shakati is a
strategic investment and empowerment partner in the consortium.
2. BACKGROUND TO CCS LOGISTICS
CCS Logistics, a wholly-owned subsidiary of Oceana, is a leading cold storage provider in Southern
Africa offering primary temperature-controlled storage and handling services of mainly perishable
products on behalf of major manufacturers, exporters and importers. CCS Logistics has six cold storage
facilities with a storage capacity of about 100,000 pallets across South Africa and Namibia.
3. RATIONALE FOR THE TRANSACTION
The Transaction will enable Oceana to allocate capital to opportunities more aligned to its strategic
objectives and core strengths in the global fish protein sector, while the Purchaser has ambitious goals
of expanding the CCS Logistics footprint on the African continent. The Transaction includes
agreements for Oceana Group entities to secure medium term cold-storage services from CCS
Logistics at market related rates and for Oceana to continue providing transitional services at an
agreed service fee to CCS Logistics for a period of at least 12 months following implementation.
4. KEY TERMS OF THE TRANSACTION
The Consideration will be settled in cash on a debt-free basis at the time of implementation of the
Transaction. The Transaction has been structured using a locked-box mechanism subject to ordinary
course leakage provisions.
The Transaction encapsulates warranties and indemnities standard for a transaction of this nature.
The effective date of the Transaction is dependent on the fulfilment of the conditions precedent as
set out in paragraph 7 below which is expected to occur within four to six months from the date of
this announcement.
5. APPLICATION OF PROCEEDS
The proceeds will be applied to further strengthen the cash reserves of the Group and may be used
to reduce current Group debt levels.
6. FINANCIAL INFORMATION
The value of the net assets attributable to CCS Logistics amounts to R156.8 million (excluding cash) as
at 30 September 2021. Segmental profit after tax for the financial year ended 30 September 2021 was
R70.4 million (normalised segmental profit after tax after adjusting for certain once-off asset
disposals, was R48.6 million).
The financial information has been extracted from the audited financial information of Oceana
(prepared in terms of IFRS) for the year ended 30 September 2021.
7. CONDITIONS PRECEDENT
The Transaction is subject to the fulfillment of both regulatory and commercially suspensive
conditions, as are usual for a transaction of this nature, by no later than 28 February 2023. These
conditions include, inter alia (i) competition authority approval in South Africa and Namibia on terms
and conditions acceptable to both parties and (ii) the Department of Forestry, Fisheries and
Environment granting an exemption for the transfer or approving the transfer of the fish processing
establishment rights.
8. CATEGORISATION
The Transaction constitutes a category 2 transaction in terms of the JSE Limited Listings Requirements
and accordingly does not require Oceana shareholder approval. Three non-executive directors of the
Oceana Board have declared their respective interests given their affiliation with the Old Mutual
Limited Group and/or affiliated subsidiaries and have recused themselves from voting on this
transaction as aligned to the JSE Listings Requirements.
Cape Town
04 October 2022
Sponsor – Primary Listing:
The Standard Bank of South Africa Limited
Namibian Sponsor – Secondary Listing:
Old Mutual Investment Services (Namibia) Proprietary Limited
Financial Adviser to Oceana:
Investec Bank Limited
Legal adviser to Oceana:
Webber Wentzel Inc.
M&A consultant to Oceana:
Masico Advisory Proprietary Limited
Date: 04-10-2022 08:00:00
Supplied by www.sharenet.co.za
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
 |
