Packaging Solutions Africa, a wholly owned special purpose vehicle established by Phatisa Food Fund 2, has offered to acquire the entire issued share capital of Rolfes, a South African industrial group.

Packaging Solutions Africa is offering minorities R3 per share, a 33% premium to the 30-day volume weighted average traded price (VWAP) of Rolfes shares on the JSE as at July 25, 2019, and a subsequent delisting of the Company from the Main Board of the stock exchange operated by the JSE.

Rolfes together with its subsidiaries is an innovative, solutions-driven chemical specialist provider operating across four key segments being Agriculture, Food, Chemicals and Leather and Water.

Packaging Solutions Africa is a special purpose private company being utilised for the purpose of this offer and has not conducted any business since incorporation.

PFF 2 is a Mauritian domiciled private equity fund with extensive African Private Equity experience.

According to JSE, due to the small-cap and illiquid nature of the share the share price has achieved no real growth in the last few years.

“The Transaction gives Rolfes Shareholders the ability to exit their investment at an attractive premium and at a price considered fair and reasonable by the Independent Expert appointed in terms of the Companies Act and JSE Listing requirements.”

Under the proposed deal, shareholders can elect for the scheme shares to be acquired by Packaging Solutions Africa or to be repurchased by the company for a price equal to the R3 scheme consideration.

If agreed, Packaging Solutions Africa will acquire all Rolfes shares excluding the following: the shares held by Sabvest (17.60%), Masimong (32.41%) and MS Teke (0.51%); the shares held by Vuwa (7.94%); the treasury shares held by the subsidiaries of Rolfes (0.40%); and the shares held by executive directors and executives (1.15%).