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Tiger Brands Limited (Tiger Brands or the Company

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					Tiger Brands Limited ("Tiger Brands" or "the Company") (Incorporated in the Republic of South Africa) (Registration number 1944/017881/06) Share code: TBS ISIN: ZAE000071080 THE PROPOSED SEPARATE LISTING AND UNBUNDLING OF ADCOCK INGRAM HOLDINGS LIMITED 1. INTRODUCTION On 6 November 2007 Tiger Brands publicly announced on the Securities Exchange News Service (“SENS”) that it had concluded a process with regard to the disposal of its healthcare interests. After the review of the non-binding bids received and after considering both the qualitative and quantitative aspects of the bids, a listing and unbundling of Adcock Ingram Holdings Limited (“Adcock”) on the JSE Limited (“JSE”) was considered best to serve the interests of its shareholders. The Tiger Brands directors have therefore resolved, subject to the fulfillment of the conditions precedent as set out in paragraph 4 below and in terms of the unbundling agreement, to make an application for the separate listing of Adcock on the JSE and to distribute all of the Adcock shares held by the Company to shareholders recorded on the register on 29 August 2008 (the “Record Date”). 2. BACKGROUND TO AND RATIONALE FOR THE UNBUNDLING The Tiger Brands directors have undertaken an extensive strategic review of Tiger Brands healthcare interests and have concluded that, although the healthcare interests continue to achieve sound levels of profitability, in order to maximise future shareholder value it is preferable for Tiger Brands to focus on its core fast moving consumer goods (“FMCG”) activities and for Adcock to be a separately listed and focused healthcare business. As a result of differing strategic imperatives between the FMCG and healthcare interests, the Tiger Brands directors have decided to separately list and unbundle the healthcare interests. The listing and subsequent unbundling of Adcock will create a focused, leading, independent South African healthcare company listed on the JSE and will enhance the strategic flexibility of Adcock so as to enable it to embark on its own strategy to grow by acquisition and internationalise its healthcare business. The unbundling will allow investors to attribute appropriate share price ratings to both Tiger Brands and Adcock, aligned to the industry-specific dynamics of each of the respective companies. 3. THE UNBUNDLING Subject to the fulfillment of the conditions precedent as set out in paragraph 4 below, Tiger Brands will distribute all of the Adcock shares held by the Company to all of its shareholders recorded in the register at the close of business on the Record Date by way of the unbundling, which shares will be listed on the JSE in the "Pharmaceuticals" sector of the Main Board of the JSE. All shareholders will receive one Adcock share for every one Tiger Brands share held by them on the Record Date. The unbundling will be effected as a dividend in specie in terms of section 90 of the Companies Act (No. 61 of 1973) as amended (“Companies Act”), amounting to R1 204.4 million (one billion two hundred and four million four hundred thousand rand) to be implemented by way of a reduction of Tiger Brands share premium account (as contemplated in the Companies Act) as at the Record Date to nil and thereafter by reducing the reserves. The unbundling will also be implemented in accordance with section 46 of the Income Tax Act (No.58 of 1962) as amended, such that each holder of a Tiger Brands share on the Record Date will become an owner of an Adcock unbundled share. 4. CONDITIONS PRECEDENT The separate listing and subsequent unbundling of Adcock is subject to the fulfillment of the following inter-conditional conditions precedent, namely the passing at the general meeting of the Company to be held at 10h00 on Thursday 14 August 2008 of the resolutions required to – 4.1. implement the unbundling; 4.2. effect the required amendments to the Tiger Brands share option and share purchase schemes and approve the creation of the Adcock share incentive schemes; and 4.3. approve the remuneration paid to the non-executive directors of Adcock. 5. SALIENT DATES AND TIMES The salient dates and times of the listing and unbundling of the Adcock unbundled shares on the JSE are as follows: Tiger Brands circular (including the issue of the notice for the Tiger Brands general meeting) and the Adcock pre-listing statement posted to shareholders Last day for lodging of forms of proxy for the general meeting by 10h00 General meeting of shareholders at 10h00 Tuesday, 29 July 2008 Tuesday, 12 August 2008 Thursday, 14 August 2008

Results of the general meeting announced on SENS Results of the general meeting published in the press Last day to trade in Tiger Brands shares on the JSE to participate in the unbundling Tiger Brands shares trade “ex” the entitlement to the Adcock unbundled shares from the commencement of business Listing of Adcock on the JSE under the JSE code AIP and ISIN of ZAE000123436 from the commencement of business Record date to participate in the unbundling Adcock share certificates will be posted by registered post (at the risk of the certificated shareholders concerned) to certificated shareholders, and dematerialised shareholders will have their accounts at their CSDP or broker updated

Thursday, 14 August 2008 Friday, 15 August 2008 Friday, 22 August 2008 Monday, 25 August 2008 Monday, 25 August 2008 Friday, 29 August 2008 Monday, 1 September 2008

Note: The above dates and times are indicative only and subject to change. Any changes to the above dates and times will be released on SENS and published in the press. Tiger Brands ordinary shareholders may not dematerialise or re-materialise their Tiger Brands ordinary shares between Monday, 25 August 2008 and Friday, 29 August 2008, both days inclusive.

6. ADCOCK CAPITAL STRUCTURE Adcock will be listed and unbundled with a total net debt of approximately R250 million. 7. PRO FORMA FINANCIAL EFFECTS OF THE UNBUNDLING Following the unbundling, Tiger Brands shareholders will hold the Adcock unbundled shares directly and there will accordingly be no material effect on the aggregate earnings and underlying net asset value attributable to each shareholder. However, aggregate dividends are likely to decline after the unbundling. Tiger Brands has historically paid dividends covered two times by headline earnings, whereas Adcock has indicated that, as a separate listed entity, its dividend cover in relation to headline earnings will increase to three times. Tiger Brands will continue to pay dividends two times covered by headline earnings subsequent to the unbundling of Adcock. 7.1. Pro forma financial effects – financial year ended 30 September 2007 The table below sets out the pro forma financial effects of the unbundling on a Tiger Brands shareholder in respect of a Tiger Brands share for the financial year ended 30 September 2007. The pro forma financial information has been prepared to illustrate the impact of the unbundling on the reported financial information of Tiger Brands for the financial year ended 30 September 2007 had the unbundling occurred on 1 October 2006 for income statement purposes and on 30 September 2007 for balance sheet purposes. The pro forma financial information has been prepared for illustrative purposes only and because of its nature may not give a true picture of Tiger Brands financial position, changes in equity and results of its operations or cash flows. Before the unbundling(1) 1 425.7 1 283.0 3 664.6 2 394.2 After the unbundling(4) 1 048.7 856.0 3 470.1 2 348.4 Percentage change (26.4) (33.3) (5.3) (1.9)

Per Tiger Brands share (cents) Basic earnings(2) Headline earnings(2) Net asset value(3) Tangible net asset value(3) Notes:
1. 2.

Based on the published audited annual results for the financial year ended 30 September 2007. Basic earnings per share and headline earnings per share are based on 157.3 million shares, being the weighted average number of shares in issue (excluding treasury shares as well as shares held by certain empowerment trusts which are eliminated on consolidation) for the financial year ended 30 September 2007. Net asset value per share and tangible net asset value per share are based on 157.8 million shares, being the total number of shares in issue of 172.3 million less treasury shares of 8.6 million and shares held by the empowerment trusts of 5.9 million. Information included in the “After the unbundling” column excludes Adcock’s contribution to basic and headline earnings per share for the financial year ended 30 September 2007 and to net asset value per share and tangible net asset value per share at 30 September 2007.

3.

4.

7.2. Pro forma financial effects – 6 months ended 31 March 2008 The table below sets out the pro forma financial effects of the unbundling on a Tiger Brands shareholder in respect of a Tiger Brands share for the interim 6 months ended 31 March 2008. The pro forma financial information has been prepared to

illustrate the impact of the unbundling on the reported financial information of Tiger Brands for the interim 6 months ended 31 March 2008 had the unbundling occurred on 1 October 2007 for income statement purposes and on 31 March 2008 for balance sheet purposes. The pro forma financial information has been prepared for illustrative purposes only and because of its nature may not give a true picture of Tiger Brands financial position, changes in equity and results of its operations or cash flows.

Per Tiger Brands share (cents) Basic earnings(2) Headline earnings(2) Net asset value(3) Tangible net asset value(3)
Notes: 1. 2.

Before the unbundling(1) 690.8 756.6 3 942.7 2 894.3

After the unbundling(4) 502.7 568.5 3 601.2 2 553.6

Percentage change (27.2) (24.9) (8.7) (11.8)

Based on the published unaudited interim results for the 6 months ended 31 March 2008. Basic earnings per share and headline earnings per share are based on 157.9 million shares, being the weighted average number of shares in issue (excluding treasury shares as well as shares held by certain empowerment trusts which are eliminated on consolidation) for the 6 months ended 31 March 2008. Net asset value per share and tangible net asset value per share are based on 157.9 million shares, being the total number of shares in issue of 172.4 million less treasury shares of 8.6 million and shares held by the empowerment trusts of 5.9 million. Information included in the “After the unbundling” column excludes Adcock’s contribution to basic and headline earnings per share for the 6 months ended 31 March 2008 and to net asset value per share and tangible net asset value per share at 31 March 2008.

3.

4.

The full pro forma financials for the financial year ended 30 September 2007 and the interim results for the 6 months ended 31 March 2008 are available on the website of Tiger Brands (www.tigerbrands.com). 8. DIRECTORS’ OPINION AND RECOMMENDATION The directors have considered the terms and conditions of the unbundling and are of the opinion that the unbundling will ultimately enhance shareholder value for Tiger Brands shareholders. Accordingly, the directors of Tiger Brands are in favour of the unbundling and intend to vote, in respect of any Tiger Brands shares held by them at the date of the general meeting, in favour of the resolutions necessary to approve and implement the unbundling and the amendments to the Tiger Brands share option and share purchase schemes. The directors recommend that shareholders also vote in favour of such resolutions. The directors have considered the salient terms and conditions of the Adcock share incentive schemes and intend to vote, in respect of the Tiger Brands shares held by them, in favour of the resolutions necessary to adopt the Adcock share incentive schemes. Accordingly, the directors recommend that shareholders also vote in favour of such resolutions. 9. GENERAL MEETING A general meeting of Tiger Brands shareholders will be held at the registered office of Tiger Brands at 10h00 on Thursday, 14 August 2008 for the purpose of considering and, if deemed fit, passing, with or without modification, the resolutions necessary to approve and implement the unbundling and the amendments to the Tiger Brands share option and share purchase schemes, as well as to adopt the Adcock share incentive schemes. 10. FOREIGN SHAREHOLDERS Foreign shareholders may be affected by the unbundling having regard to prevailing laws in their relevant jurisdictions. Such foreign shareholders should inform themselves about and observe any applicable legal requirements of such jurisdictions in relation to all aspects of the proposed transaction that may affect them. It is the responsibility of each foreign shareholder to satisfy himself as to the full observation of the laws and regulatory requirements of the relevant foreign jurisdiction in connection with the unbundling, including the obtaining of any governmental, exchange or other consents or the making of any filings which may be required, the compliance with other necessary formalities and the payment of any issue, transfer or other taxes or other requisite payments due in such jurisdiction. The unbundling is governed by the laws of South Africa and is subject to any applicable laws and regulations, including the exchange control regulations. Any Tiger Brands shareholder who is in doubt as to his position with respect to the unbundling in any jurisdiction, including, without limitation, his tax status, should consult an appropriate independent professional adviser in the relevant jurisdiction without delay. Foreign shareholders are reminded that they may dispose of their Tiger Brands shares prior to the last date to trade in which case they will not participate in the unbundling. 11. CIRCULAR TO SHAREHOLDERS A circular, including the notice convening the general meeting, together with the Adcock pre-listing statement, which documents contain full details of the unbundling, is being posted to shareholders on Tuesday, 29 July 2008. Copies of these

documents may be obtained during normal business hours from Tuesday, 29 July 2008 until Friday, 29 August 2008 (both days inclusive), at the following addresses: Tiger Brands: 3010 William Nicol Drive, Bryanston, 2021; UBS South Africa (Proprietary) Limited: 64 Wierda Road East, Wierda Valley, Sandton, 2196; Computershare Investor Services (Proprietary) Limited: 70 Marshall Street, Johannesburg, 2001; and JP Morgan Equities Limited: 1 Fricker Road, Corner Hurlingham Road, Illovo, 2196. 12. WITHDRAWAL OF CAUTIONARY Shareholders are referred to the cautionary announcement dated 6 November 2007, in which Tiger Brands announced its intention to separately list and unbundle its healthcare interests on the JSE. Further to the disclosure detailed above and release of the abridged pre-listing statement of Adcock on SENS on 21 July 2008, shareholders are no longer required to exercise caution in their dealings in the securities of the Company. Bryanston 21 July 2008 Financial adviser UBS South Africa (Pty) Ltd Independent Sponsor JP Morgan Equities Limited Attorneys Edward Nathan Sonnenbergs


				
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