Acquisition
LonZim PLC
15 January 2008
15 January 2008
LONZIM PLC
LonZim acquires holding in Blueberry International Services Limited
from Lonrho Plc.
LonZim Plc ('LonZim' or the 'Company'), which has been established for the
principal purpose of making investments in Zimbabwe, announces that it has
acquired an 80 per cent. shareholding (the 'Blueberry Shares') in Blueberry
International Services Limited ('Blueberry') from Lonrho Plc ('Lonrho') for
£2.431m in cash and payment of a deferred consideration of US$0.908m to be made
to the original owners of Blueberry (the 'Deferred Consideration').
The remaining 20 per cent. of Blueberry is owned by Coast2Coast Communications
Investments (Pty) Limited ('Coast2Coast'). As part of the acquisition of the
Blueberry Shares, LonZim has entered into a 'put and call option' agreement with
Coast2Coast (the 'Option Agreement'). The option period runs from 1 October
2008 to 1 October 2012. Under the put option LonZim can be required to acquire
the remaining 20 per cent in Blueberry at a price of US$1,362,500. Under the
call option LonZim can acquire the remaining 20 per cent in Blueberry at the
same price (or a higher price if agreed by LonZim and Coast2Coast or determined
by an independent chartered accountant).
Blueberry is an offshore company incorporated in the British Virgin Islands that
(i) controls 60 per cent. of Celsys Limited ( 'Celsys' ), a Zimbabwean publicly
listed company operating in the telecommunications and security printing sector;
and (ii) owns 100 per cent. of Gardoserve (Private) Limited ('Gardoserve'), a
Zimbabwean private industrial chemical manufacturer and distributer trading
under the 'Millpal' brand.
This is the first acquisition by LonZim following the recent successful
fundraising of £29.16m (US$ 60 million) and admission to trading on the AIM
market of the London Stock Exchange. LonZim will seek to invest in companies in
sectors best positioned to benefit should there be a radical improvement in the
Zimbabwe economy.
At the time of the acquisition by Lonrho of the holding in Blueberry in October
2007, Lonrho stated that the shareholding in Blueberry would be offered to
LonZim at cost. The holding in Blueberry has been acquired by LonZim from Lonrho
for £2.431m, being the cash consideration paid by them of £2.247m (US$4.54m)
together with the expenses incurred by Lonrho of £0.184m. In addition, the
Company has taken on responsibility for the payment of the Deferred
Consideration. By way of novation of the original sale and purchase agreement
under which Lonrho acquired the shares in Blueberry, LonZim has taken on all the
rights and obligations of Lonrho as set out in the original sale and purchase
agreement.
Gardoserve made a net profit of Z$247 million for the year ending December 2006
(unaudited accounts) and Celsys made a net profit of Z$9.8 billion for the year
ending June 2007 (audited accounts). The net asset balance of Celsys as at 30
June 2007 was Z$22.4 billion. The unaudited net asset balance for Gardoserve as
at 31 December 2006 was Z$493 million. The figures have been derived from
accounts produced under the historical cost convention, however, as investors
are aware from the Company's Admission Document dated the 5th of December 2007,
both companies operate in a hyper-inflationary environment subject to exchange
rate fluctuations making their financial statements open to wide differences in
interpretation.
The acquisition provides LonZim with a strategic position in two established
Zimbabwean industries and access to an experienced local management team who
will also be utilised to actively manage the operations of the companies in
which the Company invests.
As Lonrho is a substantial shareholder in the Company (owning 20 per cent. of
LonZim's share capital) and provides management support services to LonZim, it
is classed as a related party for the purposes of the AIM Rules. Therefore, in
accordance with the Company's articles of association, David Lenigas, Geoff
White, Emma Priestley and Jean Ellis (all of whom are directors of both Lonrho
and LonZim and are involved in this transaction as a related party) were not
permitted to vote or count towards the quorum of the LonZim board of directors
when it considered the acquisition of the Blueberry Shares. The Company's
independent director, Paul Heber, having consulted with the Company's nominated
adviser, Collins Stewart Europe Limited, considers that the terms of the
transaction are fair and reasonable insofar as the shareholders of LonZim are
concerned.
Paul Heber, Non-Executive Director of LonZim stated:
'This investment in Millpal and Celsys, a listed company on the Zimbabwe Stock
Exchange, provides a perfect first step for LonZim to evaluate and structure its
proposed investment portfolio throughout Zimbabwe. We are reviewing proposals to
expand the current Celsys and Millpal operations and see current market
opportunities for both companies to develop'
ENQUIRIES
LonZim Plc +44 (0)20 7016 5105
David Lenigas, Executive Chairman +44 (0)7881 825 378
Geoffrey White, Executive Director +44 (0)7717 307 308
Emma Priestley, Executive Director +44 (0)7867 785 177
Pelham PR
Charles Vivian +44 (0) 20 7743 6672 / +44 (0) 7977 297903
James MacFarlane +44 (0) 20 7743 6375 / +44 (0) 7841 672831
Collins Stewart Europe: Nomad to LonZim
Helen Goldsmith +44 (0) 20 7523 8350
NOTES TO EDITORS
Celsys
Celsys was established in 1996 and listed on the Zimbabwe Stock Exchange in
2003. It comprises four core and interlinked divisions: Celsys Comms; Celsys
Print; Celsys IT; and Celsys Marketing. The company is an important employer
with over 140 staff and plays a significant role in maintaining and growing the
Zimbabwean communications industry.
Its core business is information and communications technology (ICT). Celsys
Comms comprises: The Comm Shop which sells and repairs cell phones and is the
sole authorised Nokia Repair Centre in Zimbabwe; Celsys C-phone, a vibrant
community payphone project established four years ago, and Zimbabwe's dominant
brand in the payphone market. With its superior airtime tracking software and
fully automated operation, C-Phone has created viable livelihoods for rural,
peri-urban and urban Zimbabweans, providing a critical communications service
into Zimbabwe's rural areas.
Celsys Print is Zimbabwe's largest independent printer of cheque books and other
security documents for banks and financial institutions, and is a major producer
of cell phone recharge cards, recognised for its excellent quality and product
delivery.
Celsys IT sells, operates and maintains ATMs and distributes Sophos IT security
products across sub Saharan Africa. Sophos is the internationally recognised
anti-virus, anti-spam and information technology security vendor, offering
technology security for businesses in over 150 countries. Celsys IT last year
acquired the operations of Hillside Technologies Southern Africa, an IT business
providing software security to large businesses and banks, and with it, Sophos
Master Distributor status.
Gardoserve
Gardoserve, trading as Millpal, has over 20 years experience selling chemicals
to the textile and raw materials chemical industry. Millpal continues to
manufacture and distribute chemicals, flavourants, and colourants in Zimbabwe
and for export to the metal treatment, textile, electroplating, epoxy and
solvent markets.
--oo--
This information is provided by RNS
The company news service from the London Stock Exchange