Tiso Blackstar Group SE Finalisation of Robor Acquisition (0319D)
22 10월 2015 - 3:00PM
UK Regulatory
TIDMTBGR
RNS Number : 0319D
Tiso Blackstar Group SE
22 October 2015
Tiso Blackstar Group SE
(previously Blackstar Group SE)
(Incorporated in Malta)
(Company number SE 4)
(registered as an external company with limited liability in the
Republic of South Africa under registration number
2011/008274/10)
LSE Ticker: TBGR
JSE Share code: TBG
ISIN: MT0000620113
22 October 2015
Tiso Blackstar Group SE ("Tiso Blackstar" or the "Company")
Finalisation Announcement - Acquisition of 51.0% interest in
Robor (Pty) Limited ("Robor")
Following the announcement on 30 July, Tiso Blackstar is pleased
to advise Shareholders that effective 21 October 2015, the
pre-conditions for the acquisition of additional ordinary shares in
Robor have been completed and as a result Tiso Blackstar increased
its interest in Robor (held by its wholly owned subsidiary, Tiso
Blackstar Cyprus Limited) from 19.4% to 51%.
Tiso Blackstar has purchased additional ordinary shares in Robor
from certain existing Robor shareholders ("the Sellers") for a
consideration of R29.6 million (GBP1.5 million) ("the
Consideration") which will be settled through the issue of
1,740,358 Tiso Blackstar shares made up of 1,625,973 new Tiso
Blackstar shares and 114,385 Tiso Blackstar shares which are
currently held as treasury shares by the Company ("the Robor
Transaction"). The Tiso Blackstar shares will be issued to the
Sellers on 28(th) October 2015.
As the Tiso Blackstar shares have been issued at intrinsic NAV
(being a premium to the current market price), there is no dilutive
effect for existing Tiso Blackstar shareholders. Tiso Blackstar has
been able to acquire control of Robor at a significant discount to
the tangible balance sheet NAV (excluding goodwill and intangible
assets) while at the same time issuing its shares at intrinsic NAV
per share.
The Robor Transaction is in line with Tiso Blackstar's strategy
of having meaningful interests in its underlying investments in
order to have an influence on the investee companies' strategy and
control over cash flow.
The Board is of the view that the Company is buying Robor at a
cyclical low and therefore at an attractive time in the cycle and
at an attractive price. Robor has an existing and growing African
footprint that will benefit from the increasing infrastructure
spend taking place on the African continent. With a strong balance
sheet and an aligned management team who will hold the remaining
49% of the shares in the company, Robor is well positioned for
expansion and growth.
Established in 1922, Robor (a private South African company), is
a manufacturer and supplier of welded steel tube and pipe, cold
formed steel profiles and associated value added products. The
company also supplies, distributes and adds value to carbon steel
coil, plate, sheet and structural profiles. Robor is the largest
tube and pipe solution company in Southern Africa and is active in
most industries including, mining transport - rail and road,
construction, engineering, manufacturing, agriculture, energy,
water and automotive. Robor's mission is to be an engineering
steel, tube and pipe company with an African focus. Robor generated
a profit of R74.8 million (GBP3.8 million) before extraordinary
items and taxation for its year ended 30 September 2014. Robor
recently completed a strategic acquisition of Tricom Structures who
design, develop and manufacture steel structures for telecom tower
companies, cell phone operators and power sectors. The demand for
Tricom products/solutions is growing in Africa and will add value
to Robor's capabilities in terms of providing solutions across
various market segments.
Application has been made for the new shares to be admitted to
trading on AIM and the JSE and admission is expected to occur at
8:00am on 28(th) October 2015.
Currently, the Company has a total of 266,665,287 shares in
issue and 144,385 treasury shares, following the settlement of the
Consideration, the issued share capital of the Company will be
268,291,260 and there will be no shares held in treasury.
For further information, please contact:
Tiso Blackstar + 356 2137
Group SE Leanna Isaac 3360
Zai Corporate Finance
Limited
* Corporate Finance +44 (0) 20
Tom Price / Richard 7060 2220
Morrison +44 (0) 20
* Sales Steven Baird 7060 2220
PSG Capital Proprietary +27 (0) 21
Limited David Tosi 887 9602
This information is provided by RNS
The company news service from the London Stock Exchange
END
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