TONGAAT HULETT LIMITED BUSINESS RESCUE PLAN ADOPTED

98.51% voted in favour

The business rescue practitioners (BRPs) of Tongaat Hulett Limited (THL), today announced that creditors voted in favour of the Vision Parties (Vision) business rescue plan.

91.91% of accepted creditor claims exercised their right to vote. 98.51% of those present and voting voted in favour and 1.49% of those present and voting voted against.

The BRPs said:

Today finally provides some certainty to stakeholders on the way forward. This is positive news for employees, the businesses across all geographies and THL’s stakeholders. While there is still much to be done, we are celebrating the achievement of a key milestone. We would like to express our gratitude to employees, the lender group, the IDC, SASA, creditors, Vision and the various stakeholders who have walked this journey with THL during the process.

With the continued support of the employees, the suppliers, the IDC and Vision, we will work together towards achieving substantial implementation of the now approved and adopted business rescue plan as efficiently and as quickly as possible. Substantial implementation will be the new beginning for a company that has been in existence for more than 100 years and has a significant impact on the economy of KwaZulu-Natal and the country.

In the Affected Persons’ meeting, Vision confirmed its belief that THL is a leading sugar and animal feeds business with a good asset base across Southern Africa. Vision is committed to keeping the group together and has developed a strategy entailing five strategic pillars that will be implemented to create a sustainable business.

The BRPs will now proceed with the implementation of the adopted plan. THL can only exit business rescue once the plan has been substantially implemented (which could take several months) or alternatively if it is no longer financially distressed. The decision to terminate business rescue lies with the BRPs or alternatively the High Court on application.

Key features of the business rescue plan:

Key Features	Vision Plan
Acquisition of Lender Group claims and security and the subsequent conversion into equity	Acquisition of the Lender Group claims and security amounting to c.R8 billion and subsequent conversion of c.R4.1 billion of such claims into new equity in THL.
Recapitalise balance sheet	Conversion of c.R4.1 billion debt into equity.
Existing shareholders	Retain an interest of 2.7% in THL equity after the debt to equity conversion.

 

Distributions to Creditors: 

Secured Creditors	Cash paid to Lender Group not disclosed.
PCF Creditors	Renegotiate a working capital facility, to be approved by IDC as PCF in a manner that will result in the extinguishment of the PCF.
South African Sugar Association (SASA) Claims	100c in the Rand (subject to declarator appeal process).
Unsecured Creditors	A R75 million distribution, paid pro-rata to Unsecured Creditors’ respective claims.
Working capital facility (PCF) to fund THL businesses for the duration of the business rescue process and after	THL, with support from Vision, will secure working capital facilities in the form of ongoing PCF sufficient to fund the THL businesses for the duration of the business rescue process and thereafter.
Impact on employees	The Vision transactions do not currently contemplate retrenchments.

The continued trading of THL and business improvement, including ongoing employment of current employees and opportunity for new jobs to be created.

EXTENSION OF THE PUBLICATION OF THE AMENDED BUSINESS RESCUE PLANS AND RELEASE OF 2022 RESULTS

The business rescue practitioners (BRPs) of Tongaat Hulett Limited (THL), Tongaat Hulett Sugar South Africa and Voermol Feeds today confirmed that creditors of the respective companies voted in favour of an extension of the publication dates of the companies’ respective amended business rescue plans to no later than 24 November 2023. The meetings to vote on the plans will take place by no later than 30 November 2023.

Following requests from shareholders and in the interest of transparency, the group also released a financial and operational update for the year ended 31 March 2022. The group has been unable to publish these updates, or the interim results for the six months ended 30 September 2022 and audited annual financial statements for the financial year ended 31 March 2023 to date, as the auditors of THL require more certainty to conclude on the going concern assumption to sign off those results. Sign off is linked to the content of the business rescue plans and the company’s solvency and liquidity position for at least 12-15 months.

The BRPs commented:

It is important to note that an extension of the publication of the amended business rescue plans does not impact the current workstreams or the length and cost of the business rescue process. These extensions will provide additional time for the conclusion of the relevant transaction(s) and for the incorporation of such transaction information in the plans. In addition, it will allow us to specify the recoveries and expected distributions to the various classes of creditors of the companies. The current court proceedings relating to THL’s payment obligations to the South African Sugar Association also remain ongoing.  

 

SALIENT FEATURES OF RESULTS FOR THE YEAR ENDED 31 MARCH 2022

• Strong local sugar demand and good market share maintained across all geographies
• Net finance costs of R1.2 billion were reduced by 25%, due to lower debt levels and favourable exchange rate movements
• Dividends and management fees received from Zimbabwe decreased by 65% to R139 million
• Cash flow from operations deteriorated by R1.8 billion

 

FINANCIAL RESULTS

 Recovery in the financial results for FY22 compared to FY21 was hampered by the following:

• Lower raw sugar production
• Continued negative effects of hyperinflation and currency devaluation in Zimbabwe
• Property transactions constrained by COVID-19 pandemic conditions and social unrest
• Civil unrest negatively impacted profits of the South African sugar operation by R158 million
• Restatements arising from a review of technical accounting matters following the transition to new auditors
• Contributions from the disposal of starch, Namibia and Eswatini operations in the prior year
• Benefit from lower borrowings following asset disposals offset by remaining operations continuing to utilise cash

 

Group financial results

Basic loss per share of 790 cents (FY21: earnings per share of 1 918 cents, restated)

Headline loss per share of 585 cents (FY21: headline loss per share of 508 cents, restated)

 

Group results from continuing operations

• Revenue unchanged at R15.5 billion (FY21: R15.5 billion restated)
• Operating profit of R584 million (FY21: Profit R1.4 billion restated)
• Adjusted EBITDA* down 67% to R591 million (FY21: R1.8 billion restated)
• Hyperinflationary net monetary gain of R86 million (FY21: loss of R91 million, restated)
• Basic loss from continuing operations increased to R1.07 billion (FY21: loss of R762 million restated)
• Basic loss per share from continuing operations increased to 790 cents (FY21: loss of 565 cents restated)
• Headline loss from continuing operations decreased to R789 million (FY21: loss of R942 million restated)
• Headline loss per share from continuing operations decreased to 585 cents (FY21: loss of 699 cents restated)
• Free cash outflow of R297 million (FY21: cash inflow of R1.5 billion restated)
• No dividend was declared for the financial year

 

*‘Adjusted EBITDA’ (a non-IFRS measure) is defined as operating profit adjusted to exclude depreciation, amortisation, any impairment (or reversal thereof) of non-financial assets, any other non-trading, or non-recurring items, as well as fair value adjustments relating to biological assets.

POST-COMMENCEMENT FINANCE EXTENDED

The business rescue practitioners from Metis Strategic Advisors today confirmed that they have reached an agreement with the Company’s current funders to extend the post-commencement funding facility to 6 October 2023.

This will allow the Company to deliver on operational and business rescue requirements while the approval process for longer-term funding is finalised.

TONGAAT HULETT LIMITED BUSINESS RESCUE UPDATE – PREFERRED BIDDER SELECTED

The business rescue practitioners (BRPs) today announced that the preferred strategic equity partner (SEP) has been selected.

The proposed transaction will comprise the acquisition of the complete sugar division of Tongaat Hulett Limited (THL) in South Africa and the investments in Zimbabwe, Mozambique and Botswana (Tongaat Sugar Assets).

The selected SEP, Kagera Sugar Limited (Kagera), is a sugar manufacturing company situated in Kagera in the North-Western part of Tanzania. It is part of a group of companies which are the largest producers of sugar in Tanzania and owns sugar assets in Tanzania, the Democratic Republic of Congo and the Middle East.

The BRPs commented:

We started the process with a list of more than 70 interested parties, which was narrowed down to eight that focused on acquiring the combined Tongaat Sugar Assets. After a rigorous process, we identified Kagera Sugar as the preferred candidate. The group is financially sound, with a solid track record. Its exposure to complementary sugar assets in Tanzania and the Democratic Republic of Congo offers relevant technical and operational knowledge to assist the turnaround of THL’s South African sugar assets. In addition, the sugar refineries in Oman and Bahrain will provide access to world-class technologies and expertise to improve efficiencies.

Continuing to operate Tongaat Sugar Assets as a combined multi-country group will ensure continuity for the operations in Mozambique, Zimbabwe and Botswana. It will also provide the South African business with access to technical capability to improve and to retain jobs in KwaZulu-Natal and to protect the livelihoods of several stakeholders across THL’s value chain, including that of the group’s many small-scale growers.

Mr Nassor Seif, Managing Director of Kagera Sugar Ltd, commented:

The acquisition is in line with the group’s overall strategy to expand its operations throughout Africa, and its vision of becoming a leading sugar producer on the continent. We will extend the core values that have resulted in the success of our Group companies to the new Southern African operations to benefit employees, growers and ultimately the economy of the region. The Group is committed to investing significantly in the operations to modernise the plants and expand them to increase production and efficiencies.

Additional information on the process and the preferred bidder will be reported to creditors in monthly reports and included in the updated business rescue plan.

POST COMMENCEMENT FINANCE FACILITY EXTENSION SECURED & UPDATE ON PAYMENT OF SASA OBLIGATIONS

The business rescue practitioners (BRPs) today announced that they have reached agreement with current funders to extend the post-commencement funding facility from 30 June to 21 July 2023 pending finalisation of negotiations aimed at obtaining a longer term extension.

The BRPs commented:

We thank our funders for their continued support. The ongoing funding does allow the Company to continue delivering on operational and business rescue requirements as in the past.

The BRPs also clarified recent comments around the payment of levies to the South African Sugar Association (SASA) and confirmed that all payment obligations from 1 April 2023 have been complied with.

TONGAAT HULETT BUSINESS RESCUE UPDATE: CREDITORS SUPPORT ADJOURNING THE BUSINESS RESCUE PLAN VOTING

Voting on the business rescue plans of Tongaat Hulett Limited (THL) and its subsidiaries, Voermol Feeds (Voermol) and Tongaat Hulett Sugar SA (THSSA), to be postponed

 The business rescue practitioners (BRPs) today confirmed that 85% of the total claims of creditors of THL (94% for Voermol and 78% for THSSA) voted regarding motions to:

1. adjourn (postpone) the meeting to vote on the published business rescue plans
2. allow the BRPs to amend the business rescue plans to take into account various developments

Of those creditors present and voting, 100% voted in favour of these motions. Accordingly, creditors will consider and vote on the amended business rescue plans by no later than 30 September 2023.

The BRPs commented:

The BRPs have always preferred to publish a business rescue plan containing details relating to specific transactions. Since the release of the business rescue plans, we have continued discussions with a range of parties and agreed that updating the business rescue plans with additional details in terms of the strategic equity partner process and other matters would be in the best interests of creditors before they are requested to vote. As is clear, the creditor bodies agreed with this.

The postponement is therefore a positive step, as it creates increased certainty for affected persons as it will allow for the outcome of the SEP process and the associated consequences on the claims against the company to be outlined in greater detail in an amended business rescue plan.

Engagement with the potential strategic equity partners interested in acquiring the whole of THL and/or the SA Sugar businesses and/or parts thereof will continue despite the adjournment. The postponement does not impact the operations, with the same workstreams, as set out in the currently published business rescue plans, to continue.

BUSINESS RESCUE UPDATE

Plans of Tongaat Hulett Limited and its subsidiaries, Voermol Feeds* and Tongaat Hulett Sugar SA*, released today

Key achievements to date

• Growers – Total cane grower claims before business rescue of c.R1 billion paid in full to assist with stability in the industry. All post business rescue supplies of c.R400 million also paid in full
• Unsecured creditors – Payment for goods and services since the commencement of business rescue of c.R3 billion
• Employees – c.2 500 employees remain employed on the same terms and conditions as before business rescue. Monthly salaries and wages bill of c.R110 million (R650 million since commencement of business rescue) has been paid to date
• Off-crop capital expenditure – In excess of R400 million invested during the annual off-crop capital maintenance period between December 2022 and April 2023. This is the most comprehensive maintenance performed in many years

 

Post-commencement finance

• When the business entered business rescue in October 2022, the operations were brought to a standstill as there was no free cash available to fund operations or to settle creditors or employees
• In only a few weeks, the business rescue practitioners (BRPs) secured post-commencement finance (PCF) from THL’s lender group of c.R900 million to fund short-term working capital requirements. This allowed the South African operations to re-start
• Replacement PCF of c.R1,2 billion was secured from the IDC within two months of entering business rescue. This enabled the completion of the 2022 sugar season and the off-crop programme required to commence the 2023 season. The BRPs are working closely with the IDC in an endeavour to extend the funding arrangements and securing a new strategic equity partner

The business rescue practitioners (BRPs) commented:

A constant factor in our minds in the execution of this business rescue is the enormous social impact of the businesses under our care. It is beyond question that the successful rescue of especially THL’s sugar operations in South Africa will save tens of thousands, possibly hundreds of thousands, of direct and indirect jobs. We take this responsibility very seriously and are confident that Tongaat Hulett has a future.

We have made significant progress towards securing a potential strategic equity partner with a view to developing a long-term sustainable business solution. We are also grateful to have been able to stay up to date with grower, unsecured creditor and employee payments. We thank the lender group and the IDC for their support.

The lender group has security over all material assets of THL, except the cash balances, stock and debtors, which the lender group released to the IDC for security of their PCF, over which the lender group has a right to register a reversionary cession.

The BRPs added:

We are cognisant of the effect of non-payment to unsecured creditors. As part of the business rescue plan, we have agreed with the lender group that they will share 15% of their proceeds from the sale of the SA Sugar businesses and/or assets with unsecured creditors. This contribution will be set at a minimum of R45 million and a maximum of R90 million. This will ensure a benefit uplift to unsecured creditors relative to the anticipated liquidation dividend of zero if the company were to be placed in liquidation. 

The proceeds will be distributed to unsecured creditors pro-rata to their claims.

 

Business rescue plan information

The planned actions for the business rescue include:

1. A continued effort to optimise the operations and cost base of the THL businesses and head office – the Operational Restructuring
2. Sell and/or seek investment in all of the sugar-related assets and businesses currently comprising the THL Group, either collectively or individually – the Corporate Restructuring. This is subject to relevant secured creditor consent

 

Corporate Restructuring

There are several potential purchasers of and/or investors interested in THL and/or its assets and/or its businesses:

• In February 2023, the BRPs started engagements with potential strategic equity partners (SEPs) interested in the acquisition of, or investment in, the whole of THL and/or the SA Sugar businesses and/or parts thereof
• Selected SEPs are required to demonstrate the following criteria:
  • interest in THL as a whole or in SA Sugar
  • technical expertise and operational ability
  • balance sheet strength and substantial access to funding
  • a plausible business case being presented for the future of the THL or SA Sugar business
  • valuation of the relevant assets that demonstrates a likely ability to conclude a transaction

 

Number of SEPs

Whilst a substantial number of potential SEPs were initially considered, this has been narrowed down to eight potential SEPs. They are well advanced in their due diligence processes, which are expected to conclude around the end of May 2023. Final offers are expected to be received during June 2023.

Potential outcomes

There are various corporate restructuring outcomes. One or more SEPs (either with or without participation by IDC) may:

• acquire all of THL’s sugar assets and businesses (probably with the exclusion of certain liabilities)
• acquire only the core SA Sugar businesses, leaving the African assets to be disposed of separately
• acquire specific assets or businesses; or
• a combination or permutation of the above

If there are any unsold and/or excluded assets, the BRPs will seek purchasers through  controlled, accelerated sale processes.

Creditors will vote on the business rescue plans on 14 June 2023.

 

Notes to editors

*Voermol and THSSA

The current THL group structure comprises of c.75 subsidiaries and associated companies. However, many of the South African and Zimbabwean companies are dormant. Certain of the legal entities trade as divisions of the Company pursuant to Agency Agreements that were entered into in the 1980s and which are in the process of being unwound.

• The most relevant of the Agency Agreements are those in relation to THSSA and Voermol. THSSA and Voermol do not conduct any activities for their own benefit that would generate revenue for themselves and are wholly financially dependent on THL. THL’s SA Sugar division is operated by the Company and pursuant to appropriate Agency Agreements between the Company and THSSA and THSSA and Voermol. As a result, the business rescue proceedings of Voermol and THSSA are wholly dependent on the business rescue proceedings and business rescue plan of THL

TONGAAT HULETT DEVELOPMENTS PROPRIETARY LIMITED (THD) BUSINESS RESCUE PLAN ADOPTED

92% of creditors voted, with 99.8% voting in favour of the plan

The business rescue practitioners (BRPs) of the property development arm of Tongaat Hulett Limited (THL), today announced that creditors voted overwhelmingly in favour of THD’s business rescue plan.

92% of creditors voted, with 99.8% voting in favour. The adopted plan will now be implemented.

Notes to editors

Please refer to https://www.tongaat.com/tongaat-hulett-developments-proprietary-limited-thd-business-rescue-plan-released-today/ for the media release issued on 19 May when the THD business rescue plan was released.

 

TONGAAT HULETT DEVELOPMENTS PROPRIETARY LIMITED (THD) BUSINESS RESCUE PLAN RELEASED TODAY

Holding company Tongaat Hulett Limited and fellow subsidiaries Voermol Feeds (Pty) Ltd and Tongaat Hulett Sugar SA (Pty) Ltd business rescue plans remain scheduled to be released at the end of May 2023

 

·        The THD business rescue process aims to: o   provide opportunities for continued land development through third-party purchasers o   offer opportunities for certain affected contractors to continue with projects o   retain employment opportunities o   avoid adverse impacts on the KwaZulu-Natal property market o   address key environmental risks o   mitigate the potential risk of unfulfilled infrastructure obligations o   result in a higher distribution to secured creditors than in liquidation ·        On successful implementation of the business rescue plan, secured creditors are, in aggregate, expected to receive distributions of around 7 cents in the Rand – compared to 2.5 cents forecast if the company went into liquidation ·        Creditors will vote on the business rescue plan on 30 May 2023

 

Key context

• THD was historically dependent on Tongaat Hulett Limited (THL) for access to working capital facilities. The financial stability of THD was therefore inextricably linked to the financial stability of THL. THD, together with certain other members of THL, granted guarantees and provided security in respect of the obligations of THL under the debt facilities made available by lenders to THL
• Consequently, all material assets of THD were secured in favour of secured creditors (the THL lenders).  In terms of this security provided, THL’s lenders have claimed an amount of ±R7,2 billion against THD. This, together with other business rescue claims against THD, amount to ±R7,7 billion
• This means that as a result of the guarantees given by THD to the lenders that funded THL, the direct liabilities of THD (being ±R400 million) increased by the guarantees given to the THL lenders (the extent of such claims being ±R7.2 billion), as well as post-commencement finance advanced to date (being ±R100 million)
• Therefore, due to the magnitude of THD’s liabilities, the net free estimated cash that can be released from the THD rescue will only be ±7% of the R7,7 billion claims
• Given the secured nature of the bank guarantees (and as secured creditors rank highest in a business rescue, as is required by the Companies Act), unfortunately this means that there is no likelihood of THD paying distributions to unsecured creditors

The business rescue practitioners (BRPs) commented:

 Our objective is to secure an outcome which balances the interests of all stakeholders despite the difficult set of circumstances presented in the case of THD. The business rescue plan aims to mitigate a host of risks, including protecting the KwaZulu-Natal property development landscape, addressing infrastructure challenges, mitigating key environmental risks and providing enhanced returns to secured creditors and improved outcomes (compared to liquidation) for other stakeholders.

 The reality is that THD’s liabilities significantly exceed the value of its assets, which will only satisfy around 7% of creditor claims. In line with the Companies Act, secured creditors (in whose favour all THD’s assets are secured) rank highest in a business rescue. Due to secured creditors’ claims of around R7,2 billion and the limited funds available to THD, the payment of a dividend to unsecured creditors is unfortunately not possible.

 We realise this is a very difficult situation. We have therefore spent a significant amount of time since business rescue commencement evaluating opportunities where construction activities or property development projects could potentially continue with the support of THD’s post-commencement financiers. Discussions with these affected stakeholders are at an advanced stage.

 

Since entering business rescue in October last year, THD has continued to operate on a limited basis with the support of the post-commencement finance (PCF) from lenders. PCF of ±R100 million has been secured so far. Operating costs have been reduced, with cost cutting and efficiency improvement initiatives continuing. Where there is a direct short-term benefit to THD, the BRPs will aim to bring existing property developments to partial or final completion to optimise net sale cash inflows and/or to avoid payment demands for bonds or guarantees. The business rescue plan entails a structured wind down of the company, its operations and the sale of its property assets.

 

The BRPs recognise the hard work and collaboration of everyone involved in the THD business rescue process over the last few months:

 We would like to thank secured creditors who remain supportive and are providing the necessary post-commencement finance and the City of eThekwini who is enabling an environment within which innovative and proactive solutions are being sought. We wish to acknowledge unsecured creditors, especially affected contractors, who are working with us to try to continue with projects where possible, and committed employees who are providing services to THD.

 

Notes to editors

THD represents the property development arm of Tongaat Hulett Limited (THL). The business model traditionally entailed the purchase of agricultural land from THL and the subsequent land conversion and development activities required to convert agricultural land into industrial, retail, office, residential or mixed-use opportunities. THD thereafter markets and sells this land, together with development rights, to third parties for further development purposes. The land owned by THD is primarily located in KwaZulu-Natal.

 

 

 

TONGAAT HULETT BUSINESS RESCUE UPDATE – FUNDING SECURED TO END JUNE 2023, BUSINESS RESCUE PLAN EXTENDED

• Post commencement funding (PCF) extended to end June 2023
• An extension of the business rescue plan publication date to 31 May 2023 has been approved by a majority of creditors

Tongaat Hulett Limited (THL) today announced that it has obtained an extension of the period of the PCF until the end of June 2023. This is anticipated to be sufficient for working capital purposes and provide comfort to employees and suppliers that payments should be made going forward.

In view of the confirmation of funding until June 2023, a majority of creditors has agreed to allow additional time until 31 May 2023 or the further development of a more detailed business rescue plan. This will allow the plan to contain information on a transaction and/or structure that the creditors will be asked to vote on. Discussions and negotiations are ongoing with various stakeholders. The current strategic equity partner process is also expected to result in final binding offers by 26 May 2023.