SOUTH African agriculture and agri-processing firm, Tongaat Hulett Limited (THL), is preparing to offload its Zimbabwe operations to the owners of the Vision Group who are buying the group in a deal worth ZAR5,9 billion (US$330,05 million).
Vision is in the process of buying THL through a debt-to-asset swap transaction. Vision is a South African investment consortium is made up of Terris AgriPro (Mauritius), Remoggo (Mauritius) PCC, Guma Agri and Food Security Limited and Almoiz NA Holdings Limited who are known as the Vision principals.
The first three companies of the Vision principals are domiciled in Mauritius, while the remainder is domiciled in the United Arab Emirates.
Locally, Tongaat operates through its wholly owned Triangle Sugar operation and a 50,3% shareholding in the agriculture and agro-processing firm, Hippo Valley Estates Limited.
In a statement on Monday, Tongaat said Vision Investments, Vision Nominee, the Vision parties and the Vision principals on December 21 signed a sales agreement for the acquisition of THL’s Zimbabwean operations.
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Vision Nominee refers to a Mauritian-based nominee firm called Ball Foundry Holdings Limited (BFHL) which will buy Tongaat’s Zimbabwe operations. BFHL is a firm under the Vision parties, a grouping made up of the Vision principals and their subsidiaries.
Vision Investments is spearheading the acquisition of Tongaat under Vision.
“The transaction that is the subject of this SENS [stock exchange news services] contemplates the sale by THL of all of its shares held, constituting 100% of the issued share capital, (sale shares) and the claims for repayment of the shareholder loans (claims) in Triangle Sugar Corporation Limited (registration number: 977/1957, a company registered and incorporated according to the company laws of Zimbabwe) to Ball Foundry Holdings Limited, (registration number 161488 C1/GBL, being a company duly incorporated in accordance with the laws of Mauritius) (Vision Nominee), a nominee company of the Vision parties which will be beneficially owned by the Vision principals on the closing date of the transaction,” Tongaat said. It said purchase consideration would be settled by way of a set off against a portion of the Lender Group claims.
Triangle Sugar is the holding company of its operations in Zimbabwe.
“THL, Vision Investments, Vision Nominee, the Vision parties and the Vision principals signed the sale agreement for the Zimbabwean transaction on December 21, 2024, which agreement is subject to the fulfilment of a number of suspensive conditions,” Tongaat said.
“The sale agreements relating to the shares and claims held in the remaining foreign entities are still in process and will be signed as soon as the Parties are ready to do so.”
Tongaat said after Vision was selected by the business rescue practitioners to buy it in what is referred to as the “adopted plan”, in January, the business rescue practitioners were legally bound and obligated to proceed with the implementation of “alternative transactions”.
Tongaat said this proposed Zimbabwean transaction was the next step in the implementation thereof.
“The purchase price payable by Vision Nominee to THL in respect of the sale shares and claims in Triangle Sugar will be the fair market value determined by an appointed independent valuer whose decision, absent any manifest error, shall be final and binding on the parties.”
The firm added: “The closing date of the Zimbabwean transaction (being the effective date thereof) is the first business day of the calendar month following the month in which the last of the suspensive conditions is fulfilled or waived, or such other date as agreed to in writing between the parties.”
