Diversified industrial group Imperial Holdings has concluded a black economic empowerment (BEE) transaction in which it will sell a 7,25% stake in the company to Lereko Mobility, a BEE company owned 51% by a broad-based BEE consortium, for the equivalent of R96,85 per Imperial share, or a total of R1,4-billion.
Announcing the deal on Tuesday, Imperial said it will be effected through the specific issue of 14,5-million new preferred ordinary shares in Imperial to Lereko Mobility. At the same time, to ensure that the issue is not dilutive to Imperial’s existing shareholders, Imperial will repurchase 14,5-million ordinary shares from its shareholders (other than its existing BEE partners) at a price of R96,85 per share.
The repurchase offer will be pro rata, with Imperial offering to buy back 7,25 ordinary shares for every 100 held at the price of R96,85 per ordinary share.
The new preferred ordinary shares — a new class of share to be issued by Imperial — will have a par value of four cents each in the share capital of Imperial and will pay a cumulative fixed annual distribution of approximately 540 cents per share but will, in all other respects including voting rights, rank pari passu with the ordinary shares.
At the end of five years, the preferred ordinary shares will automatically convert into ordinary shares.
Lereko Mobility will be 49% owned by Imperial and 51% owned by the Lereko Consortium, a broad-based BEE grouping led by Lereko Investments.
Currently, 10,1% of Imperial’s equity is owned by Ukhamba Holdings, a BEE company set up to benefit Imperial’s historically disadvantaged staff and a community development trust. The Lereko transaction will be complementary to this holding, Imperial said.
The shareholders of Lereko Investments are Popo Molefe (31%), Valli Moosa (31%), Lulu Gwagwa (8%), Eric Molobi (8%), Monhla Hlahla (5%), Murphy Morobe (5%), Seth Phalatse (5%), Titus Mafolo (5%) and Tsheko Ratsheko (2%).
To ensure an appropriate and truly broad-based participation (which will include a black women’s involvement of approximately 31%) in the BEE transaction, Lereko Investments has introduced appropriate partners for the purpose of taking up a 38% equity interest in Lereko Consortium. As a result, no single individual will hold a beneficial equity interest in excess of 0,75% of Imperial following the implementation of the BEE transaction.
Imperial said Lereko Consortium was identified by Imperial as being an appropriate empowerment partner, as it has experience in the key industries in which Imperial operates, such as tourism, mobility and logistics; an ability to add value at a strategic level; knowledge and relationships with important Imperial clients; a strong network into South African business; and network opportunities in the rest of Africa, among other attributes.
“Imperial believes that Lereko Mobility will assist it materially in enhancing its growth prospects, for the benefit of its current and future shareholders,” the company stated. “Lereko Mobility is expected to play a meaningful role in positioning Imperial as an entity with the profile to deliver quality services to key segments of the South African economy, including both the private and public sector.
“To this end, Imperial considers it imperative to have a leading black business grouping as the controlling shareholder of Lereko Consortium, with a view to assisting Imperial in meeting its strategic objectives. Imperial believes that Lereko Investments is such a party.”
Imperial added it will facilitate the transaction by issuing 6,185-million of the shares to Lereko Mobility in terms of a financial arrangement that will effectively provide Lereko with the notional equivalent of junior finance totalling R599-million.
Lereko Mobility will fund the acquisition of the preferred ordinary shares and associated transaction costs of approximately R30-million by raising equity capital of R2-million from Lereko Consortium, raising subordinated funding of approximately R458-million through the issue of debentures to scheme participants, and raising senior funding of approximately R375-million through the issue of redeemable preference shares to financial institutions.
The transaction is subject to several conditions precedent, including shareholders’ approval, signature of the funding agreements, regulatory and legal approval. — I-Net Bridge