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VOLUNTARY ANNOUNCEMENT REGARDING THE SALE OF LANGEBERG AND ASHTON FOODS BUSINESS

Published: 2025-05-16 08:06:14 ET
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TIGER BRANDS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1944/017881/06)
Share code: TBS
ISIN: ZAE000071080
(“Tiger Brands” or the “Company”)

VOLUNTARY ANNOUNCEMENT REGARDING THE SALE OF LANGEBERG AND ASHTON
FOODS BUSINESS

1. Introduction
Shareholders are referred to the SENS announcement dated 2 December 2022, in which the Company advised
that the sales process relating to the disposal of its deciduous fruit business, Langeberg & Ashton Foods (“LAF”)
had been reopened, whilst at the same time management revisited all options to ascertain the commercial
viability and sustainability of LAF. There has since been considerable effort to ensure a responsible exit from
LAF, given the economic importance of this iconic business in the region, employing over 3 000 permanent and
seasonal staff.

Accordingly, and in line with shaping our portfolio of the future, shareholders are advised that Tiger Brands has
through its wholly owned subsidiary, Tiger Consumer Brands Limited (“Tiger Consumer Brands”), entered into
a sale of business agreement (the “SBA”) for the disposal of LAF, as a going concern (the “Transaction”). The
sale is to a consortium, which comprises of parties with a vested interest in the sustainability of LAF and a local
co-operative of fruit growers in the Ashton region (the “Consortium”) who bring agricultural sector expertise
and insights.

2.   The Transaction
a.   Rationale for the Transaction
     In line with Tiger Brands’ stated vision and strategy of growing as Southern Africa’s leading consumer goods
     company, with the most accessible loved brands, the majority of LAF’s products are exported to markets in
     Europe and Asia, which are outside the Company’s identified strategic markets.
     In addition, due to the seasonal nature of the business, the average working capital requirements remain
     quite high (approximately R900 million per annum), and the unwinding of this working capital will further
     optimise Tiger Brands’ operating cash flows.

b. Salient Terms of the Transaction
   Tiger Consumer Brands will sell LAF as a going concern for a total cash consideration of R1 (one Rand) to a
   newly formed company (the “Purchaser”) established by the Consortium. Tiger Consumer Brands will
   commit R150 million (one hundred and fifty million Rand) towards the establishment of a Community Trust
   aimed at socio-economic development initiatives benefiting the broader Langeberg Community. In terms of
   the SBA the R150 million commitment by Tiger Consumer Brands will enable the Community Trust to
   subscribe for and beneficially hold 10% (ten percent) shareholding in LAF through the Purchaser, with the
   Consortium retaining the balance of the equity.

     The establishment of the Community Trust is a notable milestone for the region, as Tiger Brands remains
     committed to the distribution of social and economic benefits to the community of Langeberg long after
     the Company’s exit. This commitment is aligned to our values and purpose of nourishing and nurturing more
     lives every day.

     Tiger Brands also commits to completing an effluent plant upgrade with a further investment of R31 million
     (thirty-one million Rand). This will ensure that LAF continues to adhere to environmental regulations, and
     is in line with our values of being a responsible corporate citizen.
c.   Conditions Precedent
     The SBA is subject to suspensive conditions that are customary for a transaction of this nature, including,
     without limitation, the fulfilment of the following suspensive conditions:
     •    Tiger Consumer Brands and the Purchaser obtaining the required approvals from the relevant
          Competition Authorities, including in South Africa in relation to the Transaction, which approval shall
          be unconditional or subject to such conditions as Tiger Consumer Brands and the Purchaser may
          reasonably accept;
     •    Tiger Consumer Brands and the Purchaser entering into a transitional services agreement; and
     •    Tiger Consumer Brands and the Purchaser entering into a contract manufacturing agreement for the
          purchase of canned fruit under the KOO brand which is sold into the Southern African markets.

3. Overview of the LAF Business and the Purchaser
The LAF business forms part of the international segment of Tiger Consumer Brands, producing canned fruit and
purees for export markets (greater than 80% of the business), and locally supplying the Tiger Brands Culinary
Business Unit. The manufacturing site is based in Ashton in the Langeberg municipality of the Western Cape,
providing employment to more than 3 000 staff.

The Consortium consists of the Ashton Fruit Producers Co-operative, as well as a development finance institution
with a mandate for job creation, improving livelihoods and supporting the transition to net zero. The Ashton
Fruit Producers Co-operative is made up of member producers from the Robertson, Ceres, Breederivier and
Klein Karoo areas. The success of this Transaction will ensure the sustainability of the deciduous fruit industry of
South Africa and consequentially improve the livelihoods of the LAF employees and the broader communities in
these areas.

4. Conclusion
The conclusion of the Transaction marks a significant milestone in the Company’s portfolio optimisation strategy
and will enable management to deploy capital and allow focus on categories that meet our financial hurdles in
terms of the Company’s capital allocation framework. This will ultimately enable greater focus on the core
business to ensure the delivery of sustainable growth.

16 May 2025
Bryanston

Sponsor: J.P. Morgan Equities South Africa Proprietary Limited
Financial advisor: ABSA Corporate & Investment Banking
Legal advisor: Edward Nathan Sonnenbergs Inc.
Consortium Legal advisors: Baker & McKenzie Inc. & BoyLouw Inc.