Further announcement regarding the proposed disposal of the starch business and further cautionary announcement
Tongaat Hulett Limited
(Incorporated in the Republic of South Africa)
Registration number 1892/000610/06
JSE Share Code: TON
("THL" or the "Company")
Further announcement regarding the proposed disposal of the starch business and further
Shareholders ("THL Shareholders") are referred to:
- the firm intention announcement released by THL on 28 February 2020 wherein the
Company advised THL Shareholders that it had entered into an agreement to dispose
("Disposal") of its starch business ("Sale Business") as a going concern to KLL Group
Proprietary Limited, a wholly owned subsidiary of Barloworld Limited ("KLL Group");
- the announcement released on 12 May 2020 which stated that KLL Group had advised
THL that KLL Group is of the view that the COVID-19 global pandemic and the
consequences thereof constitute an event that is reasonably likely to cause the EBITDA
of the Sale Business for the financial year ending 31 March 2021 to be 82.5% or less of
the EBITDA of the Sale Business for the financial year ended on 31 March 2020, and that,
therefore, KLL is of the view that a material adverse change ("MAC") has occurred. ("First
MAC Notice"); and
- the announcement released on 7 July 2020, regarding, the referral of the dispute as to
whether a MAC has occurred to Rothschild and Co South Africa Proprietary Limited
("Independent Expert") for determination.
Due to a dispute regarding the focus of the Independent Expert's determination, and in order to
deal with the substantive matters in dispute without delay and on an expeditious basis, KLL Group
has issued a further MAC notice ("Second MAC Notice").
The Second MAC Notice states that KLL Group has formed the view that the impact of, inter alia,
the global Covid-19 pandemic, and the national lockdown in its evolving form, is reasonably likely
to cause the EBITDA of the Sale Business for the financial year ending 31 March 2021 to be
82.5% or less of the EBITDA of the Sale Business for the financial year ended on 31 March 2020
(if the closing date is deemed to be 1 April 2019), and that, therefore, KLL Group is of the view
that a MAC has occurred.
The Company remains firmly of the view that a MAC has not occurred.
The parties have agreed that the dispute resolution process followed to date will determine all
disputes arising in respect of the First MAC Notice and Second MAC Notice. In other words, there
will be a single consolidated determination by the Independent Expert and the sole dispute to be
decided by the Independent Expert is whether or not a MAC has occurred.
The Disposal remains subject to conditions precedent, including, inter alia, a determination of the
MAC dispute in favour of the Company.
THL remains fully committed to the fulfilment of the conditions precedent and the implementation
of the Disposal.
Further cautionary announcement
Having regard to the MAC dispute referred to in this announcement, shareholders are advised to
continue to exercise caution when dealing in the Company's securities.
Directors' responsibility statement
The board of directors of the Company, individually and collectively, accepts full responsibility for
the accuracy of the information contained in this announcement. In addition, the board of directors
of the Company certifies that to the best of its knowledge and belief, the information contained in
this announcement solely pertaining to the Company is true and, where appropriate, does not
omit anything that is likely to affect the importance of the information contained herein, and that
all reasonable enquiries to ascertain such information has been made.
14 August 2020
Financial Adviser and Transaction Sponsor to THL
PricewaterhouseCoopers Corporate Finance Proprietary Limited
Legal Adviser to THL
Date: 14-08-2020 05:10:00
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