Acquisition

LonZim PLC 15 January 2008 15 January 2008 LONZIM PLC LonZim acquires holding in Blueberry International Services Limited from Lonrho Plc. LonZim Plc ('LonZim' or the 'Company'), which has been established for the principal purpose of making investments in Zimbabwe, announces that it has acquired an 80 per cent. shareholding (the 'Blueberry Shares') in Blueberry International Services Limited ('Blueberry') from Lonrho Plc ('Lonrho') for £2.431m in cash and payment of a deferred consideration of US$0.908m to be made to the original owners of Blueberry (the 'Deferred Consideration'). The remaining 20 per cent. of Blueberry is owned by Coast2Coast Communications Investments (Pty) Limited ('Coast2Coast'). As part of the acquisition of the Blueberry Shares, LonZim has entered into a 'put and call option' agreement with Coast2Coast (the 'Option Agreement'). The option period runs from 1 October 2008 to 1 October 2012. Under the put option LonZim can be required to acquire the remaining 20 per cent in Blueberry at a price of US$1,362,500. Under the call option LonZim can acquire the remaining 20 per cent in Blueberry at the same price (or a higher price if agreed by LonZim and Coast2Coast or determined by an independent chartered accountant). Blueberry is an offshore company incorporated in the British Virgin Islands that (i) controls 60 per cent. of Celsys Limited ( 'Celsys' ), a Zimbabwean publicly listed company operating in the telecommunications and security printing sector; and (ii) owns 100 per cent. of Gardoserve (Private) Limited ('Gardoserve'), a Zimbabwean private industrial chemical manufacturer and distributer trading under the 'Millpal' brand. This is the first acquisition by LonZim following the recent successful fundraising of £29.16m (US$ 60 million) and admission to trading on the AIM market of the London Stock Exchange. LonZim will seek to invest in companies in sectors best positioned to benefit should there be a radical improvement in the Zimbabwe economy. At the time of the acquisition by Lonrho of the holding in Blueberry in October 2007, Lonrho stated that the shareholding in Blueberry would be offered to LonZim at cost. The holding in Blueberry has been acquired by LonZim from Lonrho for £2.431m, being the cash consideration paid by them of £2.247m (US$4.54m) together with the expenses incurred by Lonrho of £0.184m. In addition, the Company has taken on responsibility for the payment of the Deferred Consideration. By way of novation of the original sale and purchase agreement under which Lonrho acquired the shares in Blueberry, LonZim has taken on all the rights and obligations of Lonrho as set out in the original sale and purchase agreement. Gardoserve made a net profit of Z$247 million for the year ending December 2006 (unaudited accounts) and Celsys made a net profit of Z$9.8 billion for the year ending June 2007 (audited accounts). The net asset balance of Celsys as at 30 June 2007 was Z$22.4 billion. The unaudited net asset balance for Gardoserve as at 31 December 2006 was Z$493 million. The figures have been derived from accounts produced under the historical cost convention, however, as investors are aware from the Company's Admission Document dated the 5th of December 2007, both companies operate in a hyper-inflationary environment subject to exchange rate fluctuations making their financial statements open to wide differences in interpretation. The acquisition provides LonZim with a strategic position in two established Zimbabwean industries and access to an experienced local management team who will also be utilised to actively manage the operations of the companies in which the Company invests. As Lonrho is a substantial shareholder in the Company (owning 20 per cent. of LonZim's share capital) and provides management support services to LonZim, it is classed as a related party for the purposes of the AIM Rules. Therefore, in accordance with the Company's articles of association, David Lenigas, Geoff White, Emma Priestley and Jean Ellis (all of whom are directors of both Lonrho and LonZim and are involved in this transaction as a related party) were not permitted to vote or count towards the quorum of the LonZim board of directors when it considered the acquisition of the Blueberry Shares. The Company's independent director, Paul Heber, having consulted with the Company's nominated adviser, Collins Stewart Europe Limited, considers that the terms of the transaction are fair and reasonable insofar as the shareholders of LonZim are concerned. Paul Heber, Non-Executive Director of LonZim stated: 'This investment in Millpal and Celsys, a listed company on the Zimbabwe Stock Exchange, provides a perfect first step for LonZim to evaluate and structure its proposed investment portfolio throughout Zimbabwe. We are reviewing proposals to expand the current Celsys and Millpal operations and see current market opportunities for both companies to develop' ENQUIRIES LonZim Plc +44 (0)20 7016 5105 David Lenigas, Executive Chairman +44 (0)7881 825 378 Geoffrey White, Executive Director +44 (0)7717 307 308 Emma Priestley, Executive Director +44 (0)7867 785 177 Pelham PR Charles Vivian +44 (0) 20 7743 6672 / +44 (0) 7977 297903 James MacFarlane +44 (0) 20 7743 6375 / +44 (0) 7841 672831 Collins Stewart Europe: Nomad to LonZim Helen Goldsmith +44 (0) 20 7523 8350 NOTES TO EDITORS Celsys Celsys was established in 1996 and listed on the Zimbabwe Stock Exchange in 2003. It comprises four core and interlinked divisions: Celsys Comms; Celsys Print; Celsys IT; and Celsys Marketing. The company is an important employer with over 140 staff and plays a significant role in maintaining and growing the Zimbabwean communications industry. Its core business is information and communications technology (ICT). Celsys Comms comprises: The Comm Shop which sells and repairs cell phones and is the sole authorised Nokia Repair Centre in Zimbabwe; Celsys C-phone, a vibrant community payphone project established four years ago, and Zimbabwe's dominant brand in the payphone market. With its superior airtime tracking software and fully automated operation, C-Phone has created viable livelihoods for rural, peri-urban and urban Zimbabweans, providing a critical communications service into Zimbabwe's rural areas. Celsys Print is Zimbabwe's largest independent printer of cheque books and other security documents for banks and financial institutions, and is a major producer of cell phone recharge cards, recognised for its excellent quality and product delivery. Celsys IT sells, operates and maintains ATMs and distributes Sophos IT security products across sub Saharan Africa. Sophos is the internationally recognised anti-virus, anti-spam and information technology security vendor, offering technology security for businesses in over 150 countries. Celsys IT last year acquired the operations of Hillside Technologies Southern Africa, an IT business providing software security to large businesses and banks, and with it, Sophos Master Distributor status. Gardoserve Gardoserve, trading as Millpal, has over 20 years experience selling chemicals to the textile and raw materials chemical industry. Millpal continues to manufacture and distribute chemicals, flavourants, and colourants in Zimbabwe and for export to the metal treatment, textile, electroplating, epoxy and solvent markets. --oo-- This information is provided by RNS The company news service from the London Stock Exchange
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