28 May 2009 07:00
28 May 2009
Origo Sino-India PLC
PHI merger with RMWAH
Origo Sino-India PLC ("Origo") is pleased to announce the merger of Primary Holdings International Trust ("PHI"), the Origo portfolio company which was established to acquire and lease Australian farmland properties, and R.M. Williams Agricultural Holdings Pty Ltd ("RMWAH"), a new venture formed by R.M. Williams Pty Ltd. ("RMW"), the well known Australian footwear, apparel and accessories company.
RMWAH's strategy is to build a vertically integrated agricultural company focused on operating prime farmland and, through strategic partnerships, developing a diversified portfolio of businesses supplying a range of R.M. Williams' branded organic meat and grain products to both local and international markets.
The venture will benefit from a combination of PHI's management team and assets, improved access to capital, the brand equity of R.M. Williams and a deep understanding of Australia's agricultural industry. Chaired by Ken Cowley AO, owner and Chairman of R.M. Williams, the Board of RMWAH will include two Origo nominees, initially David Pearse as Managing Director, and Chris Jemmett as a Non-Executive Director.
Following the merger, Origo's holding in PHI, which is equivalent to 9.8 percent of PHI's voting rights, will be exchanged for shares in RMWAH equivalent to around 8 percent of RMWAH's voting rights. In addition, Origo will be granted warrants to purchase RMWAH ordinary shares equivalent to a further 6 percent of RMWAH's voting rights. Origo Resource Partners Limited, the fund to which Origo provides consultancy services, will be exchanging its holding in PHI for ordinary shares in RMWAH equivalent to approximately 31 percent of RMWAH's issued share capital.
In conjunction with the merger, R.M. Williams group companies and C-Quest Capital LLC, a carbon asset management business, will together subscribe for approximately AU$9 million worth of ordinary shares in RMWAH, priced at AU$1 per share.
Commenting on today's announcement Chris Rynning, CEO of Origo, said:
"We believe RMWAH is uniquely positioned to emerge as the leading player in Australia's agricultural industry and long-term supplier to Asian growth markets, in particular China.
"The partnership with R.M. Williams, which has been concluded on terms beneficial to Origo shareholders, will create a stronger entity, with deeper strategic and financial resources at its disposal."
A separate announcement in relation to the merger has been made today by Origo Resource Partners Limited.
Further information:
| Origo Sino-India PLC Chris Rynning (chris@origoplc.com) Niklas Ponnert (niklas@origoplc.com) | +86 1351 106 1672 +86 1390 124 6417 |
| Nominated Adviser: Smith & Williamson Corporate Finance Limited Azhic Basirov / Jo Royden-Turner | +44 (0)20 7131 4000 |
| Broker: Liberum Capital Limited Simon Atkinson | +44 (0)20 3100 2222 |
| Public Relations : Aura Financial Andy Mills / Nina Legge | +44 (0)20 7321 0000 |
Notes to editors:
Details of the transaction
Under the terms of the merger, Origo will exchange its holding of 4,662,006 convertible preference units in PHI (acquisition cost of AU$1 per unit), equivalent to 9.8 percent of the voting rights of PHI, for 6,843,006 ordinary shares in RMWAH, equivalent to around 8 percent of RMWAH's issued share capital. In addition, Origo will be granted warrants to purchase an additional 11,514,673 RMWAH ordinary shares, 2,878,665 of which are exercisable anytime within 24 months at the Australian dollar equivalent of US$1 per share, with the remainder being exercisable anytime within 48 months at the Australian dollar equivalent of US$1 per share (or at the issue price of shares issued to any new investor prior to exercise). Origo will retain its interests in RWMAH as an investment and no further cash commitment is required by Origo pursuant to the merger.
On completion of the merger, the net asset value of RMWAH is expected to be approximately AU$30.4 million (consisting of the net assets of PHI and the cash injected by RMW group companies and C-Quest Capital LLC). As a newly formed entity, RMWAH has not yet earned any profits or incurred any expenses.
Origo Sino-India PLC ("Origo"):
Origo is an established private equity investor and strategic consultancy business, which provides its shareholders with exposure to growth opportunities and private equity returns in China and India.
Origo's business model is to generate capital gains from private equity investments in growth companies from which it also generates fees for consultancy services related to further fundraisings, M&A and strategic development.
Through a placement of new Origo ordinary shares in March 2008, funds managed by GLG Partners LP invested approximately £17 million bringing their total stake in Origo to approximately 29.6% of the Company's outstanding share capital.
Origo also signed a memorandum of understanding with GLG Partners LP in March 2008 to explore asset management and advisory opportunities in China, India and other markets.
On its admission to AIM in December 2006 Origo raised GBP12.8 million gross of new money via a placing of 25,673,238 Ordinary Shares at 50 pence per share. Each ordinary share carried a warrant exercisable at 55p.
Origo has a significant portfolio of investments in a range of industrial sectors, covering telecom, media and technology ("TMT"); natural resources; and clean-tech and renewable energy.
R.M. Williams:
The R.M. Williams company was founded and established in 1932 by well known Australian, Reginald Murray ("RM") Williams AO, CMG. RM designed and crafted footwear, clothing and leather accessories for the men and women who lived and worked in outback Australia. Over time, the R.M.Williams company interests have significantly diversified and grown and the brand is strongly associated with Australia's national identity, outback heritage and pioneering spirit. Renowned for quality and style, R.M. Williams is worn by global leaders, international movie stars, world sporting champions and media moguls.
The company is wholly Australian owned by the Cowley family and has expanded across the globe with over 30 stores in Australia, New Zealand, London and New York, more than 900 stockist locations worldwide and exporting to over 15 countries globally.
www.rmwilliams.com.au
Primary Holdings International Trust:
Primary Holdings International (PHI) is an Australian group focused on sustainable land management, organic farming and investment in Australian agricultural opportunities. Through its focus on responsible and sustainable land management, and in partnership with experienced farmers and managers, PHI aims to enhance long-term revenue and capital growth for both investors and partners.
PHI was founded in 2007 by brothers Bob and James Tucker and Angus and Bryce Graham, who came together to realise a passion for the Australian rural sector. This is, that Australian agriculture has and will continue to play a key role in addressing the pressing global issues of food and water security, with a particular emphasis on developing Asian markets.
PHI raised seed funds from London-based RAB Special Situations Fund in December 2007 and from Origo and other investors in August 2008.
As 31 December 2008, the unaudited net asset value of Primary Holdings International Trust was AU$21.4 million and PHI made an unaudited loss after tax for the six months then ended of AU$2.2 million.
C-Quest Capital (CQC):
CQC is a carbon finance business with access to proprietary capital and risk management capacity to create and protect value from the development and acquisition of carbon assets for compliance and voluntary markets worldwide.
CQC's management and staff have been active in energy, forestry and agriculture sector development globally over the past 30 years, and have been pioneers in carbon market development and greenhouse gas emissions reductions projects since 1990.
CQC combine unique experience in carbon asset development and management, derivatives trading and risk management in the energy and carbon space, and in renewable energy and energy efficiency projects in the developing countries and North America.
www.cqcllc.net