ACQUISITION OF SHARES IN DELICA LIMITED
Turners & Growers Limited advises that it has entered into an agreement to
acquire the remaining 30% shareholding in its subsidiary company Delica
Limited for a purchase price of approximately $25.8 million.
Completion is expected to occur on 31 May 2013. Following completion, Delica
Limited will be a wholly owned subsidiary of Turners & Growers Limited.
The purchase price of approximately $25.8 million shall be payable in cash by
instalments of approximately $17.5 million on completion and four payments of
approximately $2.06 million to be paid on each anniversary date of completion
for the next four years. Turners & Growers Limited engaged an independent
valuer to provide a valuation of Delica Limited, and the purchase price is
within the valuation range provided by the independent valuer.
NZX Limited has agreed to grant Turners & Growers Limited a waiver from NZSX
Listing Rule 9.2.1(a) to enable it to enter into the transaction without the
need to seek shareholder approval. As part of obtaining the waiver, Turners &
Growers Limited''s major shareholders BayWa Aktiengesellschaft (which
currently holds 73.07% of Turners & Growers Limited''s shares) and Bartel
Holdings Limited (which currently holds 12.26% of Turners & Growers Limited''s
shares) have indicated that they would give their approval to the transaction
if it were put to shareholders for approval. The transaction is also
supported by Turners & Growers Limited''s independent directors.
The acquisition of Delica Limited is seen as a significant opportunity and
part of Turners & Growers Limited''s strategy to grow its trading business to
and within Asia, further develop the global trading capability of Turners &
Growers Limited, and to rationalise operating costs for the benefit of New
Zealand growers. This will, in turn, improve operating cashflow for the
benefit of Turners & Growers Limited and, ultimately, its shareholders.
Sir John Anderson KBE
Deputy Chairman
End CA:00236935 For:TUR Type:ASSET Time:2013-05-31 12:46:02