SHAREHOLDERS in Hunyani Holdings yesterday gave the nod for the merger of the business interests of Hunyani Holdings, CMB and MegaPak in order to effect restructuring of the company at an extraordinary general meeting yesterday.
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This was done through the issue of 389 446 655 Hunyani Holdings shares to the existing CMB and MegaPak shareholders after Nampak, a major shareholder of Hunyani Holdings expressed interest in expanding its investments in the packaging sector in Zimbabwe.
The EGM effectively sought to gain shareholder approval for the authorisation of the proposed transaction comprising of restructuring, the offer to the shareholders of CMB and MegaPak, the issue for cash, appointment of two directors and name change.
Nampak, a Johannesburg Stock Exchange-listed company, proposed the move with the idea of consolidating its interests in Zimbabwe as the best method of undertaking the expansion.
The move to restructure and recapitalise Hunyani comes at a time when the country’s packaging industry is faced with many impediments, among them high operational costs, lack of access to working capital, absence of technology and the threat of imports from India and South Africa.
After the transaction, Hunyani Holdings Limited will change its name to Nampak Zimbabwe Limited.
Shareholders also approved the board’s proposal to undertake an issue for cash, to raise up to $2 600 000 in new capital through the issue of up to 46 490 418 new ordinary shares in Hunyani Holdings to NHL.
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NHL is a 100% indirectly owned subsidiary of Nampak Limited and a 38,6% shareholder in Hunyani Holdings.
Through the restructuring, Hunyani Holdings’ authorised share capital was increased to give effect to the proposed transaction and ensure adequate provision for any future expansion and working capital requirements of Nampak Zimbabwe.
Under the new arrangement approved by shareholders yesterday, Nampak will hold a controlling 51,43% stake, Delta Corporation will hold a 23% stake, while TSL snaps up a 17% stake in Nampak Zimbabwe.
The National Social Security Authority will acquire a 3% shareholding in the new entity, Old Mutual 3,9% and minority shareholders 2,9%.
The date of the implementation of the approved transaction is October 1.
