ACQUISITION OF FUELOGIC (PROPRIETARY) LIMITED (“FUELOGIC”)
1. Introduction
Grindrod (South Africa) (Pty) Limited (“GSA”), an indirectly held 75% less one share subsidiary of the Company, has acquired 100% of the issued share capital of Fuelogic from Arrowbulk Carriers (Pty) Ltd (“Arrow”), Ukhamba Holdings (Pty) Limited, Calulo Petrochemicals (Pty) Limited (“Calulo”) and Graham Searle with effect from 21 April 2010. The shareholders of Arrow comprise The Neil Rutenberg Family Trust, The Salad Trust and Imperial Holdings Limited.
2. Description of the business
Fuelogic is a bulk liquid fuel transporter operating in Southern Africa under long-term contracts from customers. Its operations include:-
- primary distribution of fuel from refineries and import facilities to terminals, depots and large customers;
- secondary distribution of fuel from terminals and depots to customers; and
- transportation of liquid petroleum gas.
3. Rationale for the transaction
Although the demand for fuel has softened on the back of suppressed economic conditions, the long-term forecast for fuel demand remains robust with significant growth opportunities available in the cross border market. Accordingly, the Company had made a strategic decision to expand its existing service offering in the petrochemical sector and, to this end, the transaction will result in:
- increased critical mass and the associated benefits of economies of scale;
- reduced earnings volatility and increased diversification of the existing transport operation which has a large weighting towards the automotive and dry bulk market segments; and
- providing a platform for the expansion of the operations into the Southern African Development Community region.
4. Purchase consideration
The purchase consideration of R160 million will be discharged in full in cash.
5. Pro forma financial effects
The effect of the acquisition on net assets, net tangible assets, historical earnings and headline earnings per the Company share is less than 3%.
6. Conditions precedent
All conditions precedent to the transaction, including the approval of the Competition Commission, have been met.
7. Subsidiary
Fuelogic will, as a result of this transaction, be deemed to be a subsidiary of Grindrod and its articles of association will therefore be amended to conform to Schedule 10 of the Listings Requirements of the JSE Limited.
8. Related party
Calulo has an 18,98% shareholding in Fuelogic and a 15% shareholding in GSA. Calulo is involved in the transaction in the capacities of both seller and purchaser and effectively a net seller of 3,98% of its share capital in Fuelogic.
9. Fairness opinion
The transaction is considered by independent expert, Deloitte & Touche Corporate Finance, to be fair to the Company’s shareholders. The fairness opinion will be available for inspection at the registered office of the Company for 28 days from today.
By order of the board. |