Last checked at 24 Dec 2008 11:40
24 December 2008
Central African Mining and Exploration Company Plc ('CAMEC' or 'the Company')
CFM/ Index: AIM/ Sector: Mining & Exploration
Central African Mining & Exploration Company Plc
Disposal of DECA, Compagri & Mozbife to White Nile Ltd
Central African Mining and Exploration Company Plc, the African focussed emerging diversified producer, announces that it has agreed to sell to White Nile Ltd ("White Nile") the Mozambican agricultural trading and processing companies Desenvolvimento E Comercialização Agricola Limitada ('DECA'), Compagri Limitada ('Compagri') and Mozbife Limitada ('Mozbife'), in each of which CAMEC holds 75 per cent. of the issued shares.
Under the terms of the agreement, White Nile's wholly owned subsidiary, Agriterra (Mozambique) Limited, will acquire:
The aggregate consideration is US$17 million, which will be satisfied by the issue and allotment of 200,000,000 new White Nile ordinary shares to CAMEC and and payment of US$2 million to the Company.
CAMEC owns approximately 8.5% of the issued share capital of White Nile and Phil Edmonds and Andrew Groves are Chairman and Chief Executive respectively of White Nile.
Accordingly, the Acquisition comprises a related party transaction pursuant to the AIM Rules and the independent directors of CAMEC consider, having consulted with Seymour Pierce, CAMEC's nominated adviser, that the terms of the disposal are fair and reasonable insofar as CAMEC shareholders are concerned.
White Nile has released an announcement containing further details of the transaction and the text of that announcement is set out below.
For further information please visit www.camec-plc.com or contact:
| Phil Edmonds/Andrew Groves | CAMEC | Tel: 0845 108 6060 |
| Jonathan Wright | Seymour Pierce Ltd | Tel: 020 7107 8000 |
| Ben Brewerton | Financial Dynamics | Tel: 020 7831 3113 |
**ENDS**
Full Release
Following the announcement on 5 December in relation to the Company's proposed name change and adoption of new strategy of investing in business projects operating in the agricultural or associated engineering industries in Africa ('the Investing Strategy'), the Board of White Nile has, in line with the proposed Investing Strategy, successfully identified agricultural trading and processing companies Desenvolvimento E Comercialização Agricola Limitada ('DECA') and Compagri Limitada ('Compagri'), and cattle ranching and feedlot production entity Mozbife Limitada ('Mozbife'), all located in Mozambique, as suitable acquisition targets.
DECA's operations comprise of the treatment and processing of grain purchased from local farmers within Chimoio in the Manica Province of Mozambique, sales of maize meal and related by-products and the installation of infrastructure and logistics to facilitate operations. Compagri is a new venture with a facility being established 400km north of Chimoio which is intended to mirror DECA's operations. Mozbife works alongside the grain businesses of DECA and following identification by its management of the large and growing demand for beef in Mozambique, currently owns one farm near Chimoio where it is establishing a breeding herd.
The board of White Nile has agreed terms for its wholly-owned subsidiary, Agriterra (Mozambique) Limited, to acquire from CAMEC, subject to certain conditions precedent, 75 per cent. of the issued share capital of each of DECA, Compagri and Mozbife and for the novation of certain loans to the Company for an aggregate consideration of US$17 million, which will be satisfied by the issue of 200,000,000 new Ordinary Shares in the capital of the Company ('the Consideration Shares') and the payment of US$2 million in cash.
Under the AIM Rules, the acquisition will constitute a reverse takeover and, as such, is conditional, inter alia, on the approval of shareholders. The board of White Nile is therefore issuing a circular and convening an EGM, to be held on 21 January 2008, to seek shareholder approval of the acquisition.
In addition, since the acquisition comprises a related party transaction pursuant to the AIM Rules, Mike Pelham, the sole independent director of the Company, considers, having consulted with Seymour Pierce, that the terms of the Acquisition are fair and reasonable insofar as Shareholders are concerned.
An admission document containing the details of the acquisition and notice of the EGM is being posted to White Nile shareholders today and is available on the its website, www.whitenile-ltd.com.
Application will be made for the enlarged Ordinary Share capital of the White Nile to be admitted to AIM and admission is expected to occur on 22 January 2009.
Background
Proposed acquisition of DECA, Compagri and Mozbife
DECA, Compagri and Mozbife are Mozambique based companies 75 per cent. of each being owned by CAMEC, a company which holds approximately 8.5 per cent. of White Nile's Ordinary Shares and has common directors (Messrs Edmonds and Groves) with White Nile.
Subject to the satisfaction of certain conditions precedent and under the terms of the Acquisition Agreement it has been agreed that:
White Nile's wholly owned subsidiary, Agriterra (Mozambique) Limited will acquire 75 per cent. of the issued share capital of DECA, Compagri and Mozbife; and
the loans of approximately US$21.5 million due from DECA, Compagri and Mozbife to CAMEC and its group companies will be novated to White Nile,
for an aggregate consideration of US$17 million, to be satisfied by the issue and allotment of the 200,000,000 consideration shares to CAMEC, and the payment to CAMEC of US$2 million.
DECA
DECA, founded in 2005, is based near Chimoio in the Manica Province of Mozambique, with operations primarily encompassing agricultural trading and processing functions. Its headquarters are located on a 20 hectare site and consists of seventeen 1,000 tonne silos, seven warehouses each with capacity for 3,500 tonnes of maize, seven family houses, four single quarters and one guest house, as well as two milling plants, one workshop and a fleet of over 80 vehicles. The Company has a seasonal workforce of 300 people. Chimoio itself has sound infrastructure with an airport, rail terminal and an extensive road network.
DECA's operations are run by a team of experienced individuals and comprise the following principal components:
Acquisition of grain from local, smallholder farmers;
Treatment and processing of grain;
Sales of maize meal and bran/harmony chop; and
Installation of infrastructure and logistics to facilitate operations.
The buying operation is focused on direct purchases from thousands of local smallholder farmers. The company prepares and installs the necessary infrastructure at 'buying points' throughout the region surrounding Chimoio to which these local farmers bring the products which they have cultivated as 'out growers'.
DECA then purchases grain through its efficient buying system, delivering cash directly to the producers, and thereby supporting economic activity in these rural growing areas.
The grain which is acquired from local farmers is transported back to DECA's purpose-built storage and processing facility in Chimoio. At this facility, the grain is dried, fumigated, prepared and processed into maize meal which is in demand in the local areas.
Once processed, the products are packaged and transported to appropriate venues for onward sale under DECA branding. During its three years of operations, DECA has rapidly expanded its Chimoio facility to enable it to meet the high growth in demand for the maize meal. DECA's maize purchases reached a new high at approximately 21,000 tonnes during the 2007 buying season, limited only by storage capacity. This has now been expanded to 50,000 tonnes. Maize meal production capacity now stands at approximately 200 tonnes per day, with 40 tonnes per day of bran/harmony chop as a by-product of the processing procedure.
Maize meal, also know as mielie meal, is used extensively in African and Asian cuisines to make various pancakes, flatbreads and porridges and bran/harmony chop products, (which are effectively the waste product of the processing process) are used throughout the region as livestock feed. Given the alternative uses of processed grain, maize is an efficient commodity. DECA's transport division has seen rapid growth of its fleet and facilities and is now running over 80 vehicles, with all maintenance and repair work carried out in-house by a team of locally based mechanics. Although the collection operation is seasonal, it collects enough produce and has the storage space to mill throughout the year, thus stabilising its revenue stream.
DECA's total revenues for the year to March 2008 grew to $5.5 million, generating a gross profit of $1.8 million. During 2008, the average price being achieved for maize meal has been approximately $330 per tonne, compared with an equivalent price of $290 per tonne in 2007. Strong demand has been the primary driver of the increased price with the average price received in the three months ended 30 November 2008 being $598 per tonne.
Compagri
As part of DECA's planned expansion, a new facility, Compagri, is in the course of being established 400km north of Chimoio in the Tete province. It is proposed that Compagri's operations will mirror those of DECA. The first phase of development is expected to be finished in February 2009 on the 32 hectare site. Once completed this will house four 1,600 tonne silos, two warehouses each with a 3,500 tonne capacity, one mill, and four staff houses. The site has good communication links and its location will provide access to Malawi which is a potential export market.
Mozbife
Alongside the grain business, the management of DECA have identified cattle ranching and feedlot production as a complementary business as there is a large and growing demand for beef in Mozambique. Mozbife has been incorporated to begin this process and currently owns one farm near Chimoio, where it has established a small breeding herd which can be fed, in part at least by DECA's production of harmony chop/bran product. It is intended that Mozbife's Chimoio farm will grow in size, becoming a revenue generator in its own right and thereby adding further value to DECA's business.
The management team of DECA, Compagri and Mozbife is led by Euan Kay, who has acted as managing director of DECA since its inception.
Information on White Nile Limited
White Nile was incorporated as a Guernsey registered company on 17 December 2004 and was subsequently admitted to trading on AIM on 9 February 2005 with a market capitalisation of £15.5 million, having raised gross proceeds of £9 million through a placing of Ordinary Shares to private and institutional investors, on 4 February 2005.
Since listing White Nile has assembled a portfolio of early stage exploration licences in Southern Sudan, Ethiopia, Kenya and Nigeria. The development of these assets has been ongoing and White Nile has invested funds in these exploration projects in order to evaluate their respective hydrocarbon potential. However, due to certain situations beyond the control of the Board, including the fluctuating political situation in Southern Sudan and the current global economic downturn, it has not been possible, to date, to fully maximise the initial perceived value of the White Nile's portfolio.
On 22 October 2008, White Nile provided Shareholders with a detailed update on the current situation in Southern Sudan and subsequently obtained your approval to convert the 155,000,000 Ordinary Shares held by the Government of Southern Sudan ('GOSS') through Nile Petroleum Corporation Limited into Deferred Shares. These shares will remain as Deferred Shares until complete clarity of title can be given as to the Company's position within Block Ba or an acceptable position within a consortium to develop an enlarged Block B is agreed. Although the board of White Nile remains fully supportive and committed to the Southern Sudanese, it is recognised that there are wider political issues which are the current focus for the GOSS and, realistically, White Nile does not believe that the resolution of title issues relating to Block Ba or the establishment of an acceptable consortium in respect of Block B will occur before the referendum on total independence for Southern Sudan is held on 9 January 2011.
The board of White Nile therefore believes that in the current economic environment, which is not conducive to the continued funding of non-producing early stage oil and gas exploration assets, combined with the current political position in Southern Sudan, the current strategy of concentrating on oil and gas exploration is not now in the best interest of Shareholders. These altered circumstances prompted the board of White Nile to re-asses its strategy and examine the possibilities of utilising its cash balances to generate shareholder value without jeopardising any potential future value from its oil interests, by focussing on another industry in Africa. Accordingly, on 5 December 2008, White Nile published the Circular and convened an EGM for 6 January 2009 at which resolutions will be proposed to change the name of the Company to "Agriterra Limited" and to adopt a new investing strategy which is:
to invest in and develop projects;
to acquire companies; and/or
to acquire interests in companies,
whose operations comprise agricultural businesses or associated civil engineering projects and whose operations at the date of acquisition are principally in central and southern Africa. White Nile's investment objective is to provide shareholders with an attractive return on their investment predominantly through capital appreciation generated by the growth of any acquired businesses or interests. The acquisition of DECA, Compagri and Mozbife is in line with this proposed investing strategy.