Wrap Text
Proposed Disposal of Murrimo Macadamia Limitada and Murrimo Farming Limitada and Withdrawal of Cautionary Announcement
Crookes Brothers Limited
(Incorporated in the Republic of South Africa)
(Registration number 1913/000290/06)
Share code: CKS ISIN: ZAE000001434
(Listed in the General Segment of the JSE Main Board)
(“Crookes Brothers” or “the Company” or “the Group”)
PROPOSED DISPOSAL OF MURRIMO MACADAMIA LIMITADA AND MURRIMO FARMING LIMITADA
AND WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
Shareholders are referred to the cautionary announcement published on 28 August 2026 and are
advised that Crookes Brothers and Mozambique Farms Proprietary Limited, a wholly owned subsidiary
of the Company, (collectively, the “Sellers”) have entered into a sale of quotas and claims agreement
(“Agreement”) with AgDevCo Limited (the “Purchaser”) (1), a UK-based Development Finance Institution,
regarding the disposal of 100% of the issued share capital of Murrimo Macadamia Limitada (“MML”)
and Murrimo Farming Limitada (“MFL”), (collectively, the “Companies”) and all claims in relation to
amounts owing to the Sellers by the Companies, to the Purchaser (or its nominee) for an aggregate
cash consideration of US$2.00 (“Disposal”).
Rationale of the Disposal
As reported previously, the Board mandated a comprehensive strategic review of MML, assessing
multiple scenarios incorporating varying price assumptions, debt structures, and funding strategies. The
analysis confirmed that under conservative price conditions, MML remains dependent on ongoing
financial support, with limited prospects of achieving near-term cash flow break-even. Even under more
favourable scenarios, performance is constrained by debt obligations, operational complexity, and
structural and country risks. Accordingly, the Board approved, a disciplined capital allocation approach
by discontinuing further financial support from 1 January 2026 and pursuing an orderly exit from MML.
The decision to cease funding and to commence the exit from MML was taken after careful
consideration and forms part of the Group’s strategy to conserve cash and allocate capital to core
operations that meet the Group’s risk-return requirements.
In November 2020, the Group, via MML, secured a US$8 million 10-year term loan in place (“Loan”)
from the Purchaser, of which US$5 million was drawn down to fund the expansion of its macadamia
operation in Mozambique. The Group enjoyed a “capital holiday” for the first five years of the Loan, with
interest accruing at USD 8% per annum, payable semi-annually in arrears. The Loan is secured by
pledges granted by the Sellers in favour of the Purchaser over the entire shareholding in MML and MFL
and an assignment by the Company over all loans advanced to MML and MFL. During the financial
year ended 31 March 2026, MML breached certain covenants contained in the Loan agreement. As a
result of the covenant breaches, the Purchaser has the contractual right to enforce the security of the
MML and MFL shares. As at the date of this announcement, the Purchaser has not exercised its rights
to enforce its security or otherwise take control of MML and MFL.
As at the date of this announcement, the total amount outstanding on the Loan amounts to US$5 million
(plus interest of approximately US$0.5 million), amounting to approximately R89.3 million (based on the
prevailing US$/ZAR exchange rate). Pursuant to the implementation of the Disposal, the Loan will be
extinguished and derecognised in the consolidated financial statements of the Group.
Notwithstanding the extensive efforts of both the Company and the Purchaser, a suitable third-party
buyer has not been identified as at the date of this announcement and the Disposal is accordingly
considered to be in the best interest of the Company and its shareholders.
(1) Consent to the disclosure of the identity of the beneficial owner of the Purchaser has been withheld.
Overview of MML and MFL
MML conducts a macadamia farming enterprise in the Gurué district of Zambézia province, central
Mozambique comprising approximately 584 hectares under macadamia orchard on land held by MFL
pursuant to a 50-year Direito de Uso e Aproveitamento da Terra (“DUAT”) granted on 25 July 2012 over
approximately 3 193 hectares. MML’s activities encompass orchard establishment and husbandry,
harvesting, and on-farm dehusking and drying, with nut-in-shell production sold principally into export
markets.
The aggregate value of the net assets attributable to MML and MFL, as at 31 March 2026, was RNil.
The aggregate loss attributable to MML and MFL for the year ended 31 March 2026 was R300.8 million.
The financial information contained in this announcement has been extracted from the audited
consolidated financial statements of the Group for the year ended 31 March 2026, which were prepared
in terms of International Financial Reporting Standards.
The financial information contained in this announcement is the responsibility of the directors of the
Company and has not been reviewed by the Company’s auditors.
Conditions Precedent and Effective Date
The conditions precedent to the implementation of the Disposal include:
i) to the extent required under Mozambican competition law, the approval or non-objection of the
Mozambique Competition Authority to the Disposal;
ii) the registration of the Purchaser as a foreign investor under the Mozambican Exchange Control
Legislation, and the issuance of all necessary foreign investment rights by the Bank of
Mozambique, in its capacity as exchange control authority in Mozambican;
iii) all sectoral approvals, licences, authorisations or consents required under Mozambican law for
the Disposal having been obtained (including any approval required under agricultural or land
use legislation in connection with the Companies’ agricultural operations or land use rights
(DUAT)); and
iv) to the extent that either MML’s or MFL’s investment projects are registered with APIEX (Agência
para a Promoção de Investimento e Exportações), each of MML and/or MFL has obtained the
prior written authorisation of APIEX,
(collectively, the “Conditions Precedent”).
The Disposal will be implemented on fulfilment of the Conditions Precedent and the Sellers complying
with their respective obligations pertaining to implementation (as contemplated in the Agreement),
which date shall be no later than 31 December 2026 (unless otherwise agreed between the Purchaser
and the Sellers) (the “Effective Date”).
Possible Subsequent Disposal Protection Benefits
If, within 18 months of the Effective Date (the “Protection Period”), the Purchaser disposes of greater
than 50% of MML and MFL or its business (a “Subsequent Disposal”), any proceeds arising from the
Subsequent Disposal will be applied on the following basis:
i) the repayment of amounts due by MML to the Purchaser in respect of amounts outstanding on
the Loan;
ii) the reimbursement of any third-party costs and expenses incurred and paid by the Purchaser
(including legal, advisory, accounting and transaction-related taxes), directly attributable to the
Subsequent Disposal and the Disposal;
iii) the repayment of amounts due to the Purchaser in respect of any amounts outstanding on any
new funding provided by the Purchaser to MML after the Effective Date and before the
Subsequent Disposal;
iv) the payment to Crookes Brothers of the lower of US$25,000 and the remaining disposal proceeds
(intended to compensate the Company for third-party costs and expenses incurred); and
v) the balance of the disposal proceeds (if any), will be distributed between Crookes Brothers and
the Purchaser in a ratio of 70:30, respectively.
Other terms and conditions
The Agreement contains representations and warranties by the Purchaser and the Sellers in favour of
one another which are customary for a transaction of this nature.
Furthermore, the Purchaser has undertaken that, prior to the Effective Date, it shall: (i) not commence,
continue or pursue any legal proceedings, enforcement action or other claim against MML or MFL,
including in relation to any interest, principal, fees or amounts due under the terms of the Loan; (ii) not
take any step to enforce any security, demand repayment, or exercise any other right or remedy under
the terms of the Loan; and (iii) provide the funding necessary to ensure that MML can continue to
operate as a going concern or cover the costs necessary for an orderly wind-up of MML up to a
maximum of $600,000.
Categorisation
The Disposal constitutes a category 2 transaction in terms of the JSE Listings Requirements and does
not involve any related parties (nor is it for the benefit of any related party) and is accordingly not subject
to approval by the shareholders of Crookes Brothers.
Withdrawal of cautionary announcement
Following publication of this announcement, caution is no longer required to be exercised by
shareholders when dealing in the Company’s securities.
Durban
18 September 2026
JSE Sponsor to Crookes Brothers
Questco Corporate Advisory (Pty) Ltd
Date: 18/09/2026 02:20:00
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