JSE-listed packaging company Nampak has entered into an agreement with a consortium represented by private equity company Corvest 15 to dispose of its liquid cartons business in South Africa, as well as its Zambia and Malawi businesses.

The selling parties include Nampak Products, Nampak International, Nampak Southern Africa Holdings and Transmar, all of which are Nampak group companies.

The buyers include Corvest 15, Diversified Liquid Packaging Group and Liquid Cartons, with Dlondlobala Capital acting as fund manager of D Capital Fund 1, as part of the consortium.

The transaction will occur through an implementation agreement, a sale of business agreement, two share sales agreements and a customary restraint undertaking, collectively defined as the transaction agreements.

The disposal follows the Nampak board in August last year deciding to implement various turnaround initiatives across the group, including an asset disposal plan, to raise about R2.6-billion.

The funds are expected to help the company shift from being a conglomerate to a business that is more focused on specific packaging operations, delivering a higher quality of earnings, reduced risk and improved cash generation.

The base aggregate consideration of R450-million for the sale is being implemented on a locked-box construct with effect from October 1 last year, with consequent permitted adjustments until the effective date.

Nampak says the disposal consideration will be applied towards the settlement of debt within the Nampak group of companies.

The date for conditions precedent to be fulfilled is September 30, including shareholder approval, for which a general meeting will be announced.

CONSORTIUM DETAILS

Corvest 15 is a private equity company and an indirect subsidiary of FirstRand Bank. It forms part of the Rand Merchant Bank (RMB) Corvest private equity group of companies, which was founded in 1989.

The RMB Corvest group of companies invests in established, well-managed, medium-sized businesses across South Africa and sub-Saharan Africa with a proven record of solid performance.

Dlondlobala Capital is a majority black-owned investment holding company and private equity fund manager that invests in mid-size black economic empowerment-related opportunities, buyouts and growth capital investments, predominantly in South Africa.

The current key Nampak group management members, specifically Raymond Dube and Shaun du Plessis, will become shareholders into the acquired liquid cartons business as a result of the disposal.

ASSET DETAILS

Nampak Liquid Cartons is a separate business division under Nampak Products. It manufactures and supplies paper liquid packaging products, including the Pure-Pak and Conipak liquid carton brands in South Africa.

Nampak Zambia manufactures and supplies conical cartons, self-opening bags, plastic bottles, crates, closures and steel drums, while Nampak Malawi receives conical cartons from the Zambian operation for processing to a saleable product.

Nampak Malawi also delivers marketing services for the direct sale of tobacco cases and corrugated cartons by Nampak Zimbabwe.