Black economic empowerment (BEE) is not a risk factor for South African transport group Imperial Holdings but an opportunity for transformation and development of the group, says chief executive Bill Lynch.
Lynch said this after the announcement by Imperial on Tuesday morning that it has entered into an agreement with broad-based BEE group Ukhamba Holdings that will result in Ukhamba acquiring a 10,1% interest in Imperial.
The interest will be acquired through a shareholder-facilitated transaction. The deal is valued at about R1,3-billion and requires no debt funding, Imperial said.
Last week former state-owned oil company Sasol came under a blistering attack from President Thabo Mbeki, who accused it of bad mouthing the national effort to build a non-racial society through black empowerment interventions.
Referring to Sasol’s application for a secondary listing on the New York Stock Exchange — for which Mbeki said it had to meet a number of obligations, including the filing of a document to report the risks it faced as a corporate entity — the president said: “Sasol should have known that to travel to New York to bad-mouth our national effort to build a non-racial society would not necessarily improve its image among the United States corporate world, which has a much longer history of addressing the serious human challenge of building a non-racial society, that includes black economic empowerment.”
Lynch, however, said that as Imperial is a not an offshore-listed company he saw no risk factors regarding BEE deals.
“This is an opportunity for us to grow and bring on board previously disadvantaged communities closer to Imperial and we are dedicated to this course,” he said.
He added that the deal will help raise the profile of Imperial as an empowered company.
“The job has just began and we look forward to working closely with Ukhamba. We hope that the market will see that we have made a start,” Lynch said.
According to Lynch Imperial about 3% of its business is conducted with the government.
Meanwhile, the group said that it does not intend issuing any corporate bonds related to the deal.
Lynch continued that Ukhamba will certainly influence transformation within the group.
“Ukhamba has its own business enterprise it brings into the group as a whole, which would in turn bring in profits.”
Ukhamba is a broad-based black-owned company whose ultimate beneficiaries include approximately 2 200 historically disadvantaged employees of Imperial.
It is an investment holding company, with investments in a wide range of businesses.
It was formed by Imperial in 1998 as a venture between Imperial and the Ukhamba Trust. The Ukhamba Trust gives historically disadvantaged employees an opportunity to purchase an interest in Ukhamba through the purchase of Ukhamba Trust units.
Ukhamba was formed to create a culture of savings, to generate wealth and to facilitate the transfer of skills for Imperial’s historically disadvantaged employees. Imperial provided the seed capital of R15-million and in the five years since its establishment, Ukhamba has generated solid profits from its various businesses and investments and currently has a turnover of R67-million, profit after tax of R7,4-million, total assets of R55-million and has created more than 1 000 jobs.
In terms of the transaction, the representation of Ukhamba’s ultimate beneficiaries will increase to include all of Imperial’s approximately 14 200 historically disadvantaged employees and a number of historically disadvantaged communities.
The transaction comprises the specific issue of deferred ordinary shares in Imperial to Ukhamba, constituting the acquisition of a 10,1% interest in Imperial and the eventual conversion, over time, of these deferred ordinary shares into ordinary shares.
In addition, the deal involves the conversion of all remaining deferred ordinary shares held by Ukhamba, if any, into redeemable preference shares and the subsequent redemption of these preference shares, in the event that the number of ordinary shares, which have resulted from the conversion of deferred ordinary shares, reaches 10,1% of Imperial’s issued shares.
The Imperial and Ukhamba Community Development Trust will be created by Imperial to provide financial support for specific educational and disability needs of a number of historically disadvantaged communities.
The transaction will provide Ukhamba with 10,1% of the voting rights of Imperial and Ukhamba will be entitled to appoint two representatives to Imperial’s board of directors. Hence, Ukhamba’s acquisition of the deferred ordinary shares will constitute a 10,1% direct black ownership of Imperial.
Besides the direct black ownership of 10,1%, independent studies indicate that Imperial’s aggregate indirect effective BEE shareholding, held through a number of institutional shareholders who manage and administer funds on behalf of historically disadvantaged individuals, is currently in excess of 15%, Imperial said.
Following the transaction, Imperial’s aggregate direct and indirect BEE shareholdings will therefore exceed 25,1%, qualifying it as a “black-empowered” company.
The deal is subject to approval by the requisite majority of shareholders at the general meeting of Imperial to be convened around February 23 2004; the passing of all necessary resolutions by Ukhamba’s shareholders to effect the transaction; and the approval of the JSE. — I-Net Bridge