Cape Town - Astrapak [JSE:APK] has received a R1.370m offer from RPC to acquire all of it’s ordinary shares, it said in a statement on Thursday.
The proposed transaction is expected to be done through a section 114 scheme of arrangement on a cash-free, debt-free basis.
RPC is an international plastic products design and engineering company listed on the London Stock Exchange. It has a market capitalisation of £3.5bn and a turnover of £2.5bn.
The deal, which is still subject to shareholder and regulatory approvals, will see RPC take over the 9 operations that represent the Forming and Moulding Divisions of Astrapak and comprise its continuing operations.
These businesses - which serve mainly consumer and industrial markets using injection moulding, blowmoulding and thermoforming technology platforms - employed 1 100 people and had revenues of R1.4bn for the year ended February 28 2016.
Astrapak outlined two measures it will take in order to facilitate the transaction and to satisfy the relevant conditions precedent.
It will propose a scheme of arrangement to voluntarily repurchase the 1.5m preference shares in circulation at a price of R100 per share, which process will go ahead regardless of whether the proposed transaction is implemented or not.
"All accrued preference share dividends to the date of repurchase will be paid in addition to the proposed repurchase price." The market price on December 14 2016 was R 84.00.
It will also unbundle through a dividend in specie and list on the Alternative Exchange of the JSE (AltX) its remaining non-core assets which consists of 3 flexible operations – Penpak, Barrier Films and Geotex-Plusnet - along with certain properties and assets that are deemed to be non-core to Astrapak.
"Irrevocable undertakings representing 51.26% and letters of comfort representing 28.40% have already been secured from ordinary shareholders, while 30.83% and 3.23% respectively have been received from preference shareholders."
Astrapak said RPC will be funding the consideration through its existing debt facilities and has lodged the necessary guarantees.
"All processes are expected to be completed during the 1st quarter of 2017. Once the transaction is finalised, Astrapak Ltd will be delisted from the Johannesburg Stock Exchange."
RPC employs over 20 000 people in 31 countries and services a wide range of customers across both food and non-food markets – including many blue chip companies and has a strong track record of innovation across multiple polymer processes.
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