HUNYANI Holdings Limited is seeking shareholder approval at an extraordinary general meeting on August 21 to merge the company with CarnaudMetalbox (CMB) and MegaPak as well as authority to raise $2,6 million in new capital.
In a circular to shareholders, Hunyani said the proposal would see the company merging with CMB and MegaPak through the issuance of 389 446 655 Hunyani Holdings shares to CMB and MegaPak shareholders.
“Through the restructuring, Hunyani Holdings authorised share capital is to be increased to give effect the proposed transaction and ensure adequate provision for any future expansion and working capital requirements of Nampak Zimbabwe,” Hunyani said.
Through the transaction, Hunyani is seeking approval to make an offer to CMB shareholders requiring the approval of 50% of Hunyani shareholders present or represented by proxy. MegaPak is owned 51% by Delta Beverages and 49% is owned indirectly by Teknol BV.
The company said applications had been made to the Competition and Tariffs Commission, Reserve Bank of Zimbabwe and the National Indigenisation and Economic Empowerment regarding the approval of the transaction.
Delta Corporation chief executive Pearson Gowero confirmed at the company’s annual general meeting on Wednesday that it would swap 51% of its shareholding in Megapak for 24% shares in Nampak Limited, a Johannesburg Stock Exchange.
Nampak Limited is also proposing to consolidate its existing business interests in Zimbabwe through the merger of Hunyani Holdings Limited, CarnaudMetalbox Zimbabwe Limited and MegaPak Zimbabwe (Private) Limited into one business entity, to be named Nampak Zimbabwe Limited.
Hunyani posted a $219 684 loss for the six months ending April 30, 2014 due to a 9% decline in revenue during the period.
In a statement accompanying the group’s results, company secretary Keith Nicholson said revenue stood at $18,9 million down compared to $20,9 million recorded over the same period last year.
“Revenue was adversely affected by shrinking domestic demand, with the bulk of tobacco packaging off-take set to commence in the second half of the year. The prior period profit was largely driven by gains on property disposals,” Nicholson said.
The company’s subsidiaries include Hunyani Paper, Hunyani Forests Limited, Softex Tissue Products, Claymont Private Limited, Hunyani Properties and FP Holdings.