Lonrho Plc has increased its holding in the issued share capital of Rollex (Pty) Limited, 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 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 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 ZAR51,4500,000 (approximately £4,626,798) being 10.98 pence per share.
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 in the Group profit and loss account.
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.
David Lenigas, Lonrho’s Executive Chairman commented: “Rollex in 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 (Managing Director of Rollex) 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.”
Michael Bennett, a partner at Kerman & Co LLP, dealt with this matter in conjunction with Cameron Sunter of Laytons Solicitors.
