South African airline Comair — the JSE-listed aviation company that operates British Airways and kulula.com in South Africa — has selected a broad-based black investment company, Thelo Group, as its partner in a R100-million black economic empowerment (BEE) transaction.
Comair will achieve a BEE shareholding of 16,1%, structured via a combination of a cash purchase of shares and a vendor facilitated share issue.
To effect the transaction, Comair will issue approximately 75-million new A shares to the consortium. The consortium will purchase these A shares at a par value of one cent each with its own funding.
The difference between the equivalent market value per Comair share and the par value to be paid by the consortium represents the initial hurdle balance.
The A shares represent a new class of shares created specifically for the BEE transaction and will not be entitled to dividends until the hurdle balance reaches zero but will be equal to ordinary shares in all other aspects, including voting.
The hurdle balance will increase annually by an escalation factor, estimated at 10% initially and be reduced by the amount of dividends paid by Comair on the equivalent ordinary shares. The consortium will also have the opportunity to reduce the escalation factor by achieving certain performance targets as agreed with Comair.
At the end of eight years Comair will have the right to repurchase A shares at par value according to the ratio of the outstanding hurdle balance to the share price at such time, and the A shares remaining with the consortium will be converted into ordinary shares on a one-for-one basis.
The Thelo Consortium will also purchase an additional 1,1% of Comair shares from existing shareholders for cash.
The consortium, which was formed specifically to acquire shares in Comair, comprises Thelo Group (73%); Lefa Group Holdings — an investment company led by current Comair non-executive director Khutso Mampeule (13%); Chakaza — a
women’s empowerment company (6%); the DEC Investment Holding Company — a
wholly owned subsidiary of the Disability Empowerment Concerns Trust and representing people with disabilities (4%); and the Thabo Mbeki Education Trust, a trust set up for the benefit of previously disadvantaged learners (4%).
The consortium will be represented on the Comair board by two directors, one of whom will be a new addition to the board, proposed to be Ronnie Ntuli.
Gidon Novick, joint CEO of Comair, said in searching for a partner, Comair focused on finding a group that has capital, skills and time to devote to the business.
”It was also important for us that a BEE transaction should be as broad-based as possible, bringing in new, dynamic players rather than the same faces over and over again,” he said.
”This deal will pave the way for us to further advance our leadership position in the industry and also grow into new markets,” said Erik Venter, joint CEO of Comair.
Thelo Group’s chairperson, Ronnie Ntuli, said his company has identified the logistics, transportation and travel sectors as strategic, mainly due to its well-established nature and growth opportunities.
”The aviation industry in particular is well poised to benefit from South Africa and Africa’s growing middle-class and the further development of tourism, particularly with South Africa’s hosting of the 2010 World Cup.
Comair’s leadership position in the industry presents a compelling proposition
for Thelo Group and its consortium partners,” he said.
The deal is subject to JSE and shareholder approval. – I-Net Bridge