THIS ANNOUNCEMENT, INCLUDING THE APPENDIX, AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, SOUTH AFRICA OR ANY OTHER STATE OR JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
1 February 2018
Total Produce plc
("Total Produce" or the "Company")
Proposed Placing to Fund Investment in Dole Food Company (“Dole”)1
The Board of Total Produce announces a placing to raise approximately $150 million in the capital of the Company (the “Placing”). The Placing is being conducted, subject to the satisfaction of certain conditions set out in the Appendix to this announcement (which forms part of this announcement, such announcement and the Appendix together being the "Announcement"), through an accelerated bookbuild (the "Bookbuild") which will be launched immediately following this Announcement and will be made available to new and existing eligible investors. Goldman Sachs International (“Goldman Sachs”) and J&E Davy (“Davy”) are acting as Joint Bookrunners in respect of the Placing. Coöperatieve Rabobank U.A. (“Rabobank” or the “Co-Lead Manager”) is acting as Co-Lead Manager in respect of the Placing.
Background to the Placing and use of proceeds
The Company has separately announced today that it has entered into a binding agreement to acquire a 45% equity stake in Dole Food Company, from Mr. David H. Murdock for a cash consideration of $300 million (the “Transaction”).
The Transaction is expected to generate low double digit adjusted earnings per share accretion for Total Produce in the first full fiscal year post closing.
Total Produce aims to finance the cash consideration of $300 million through a balanced mix of Total Produce equity and debt. The conservative funding strategy in relation to this Transaction will allow Total Produce to retain a strong balance sheet post-closing for strategic and financial flexibility going forward. Total Produce has fully committed acquisition financing in place to secure funding of the Transaction.
Current trading and prospects
Total Produce is now expecting increased fiscal 2017 adjusted earnings per share of approx. 13.4 cents, slightly above the previously announced guidance range of 12.5 to 13.0 cents per share. Total Produce expects to maintain its current approach to dividend payout post-closing of the Transaction.
1 References to the investment in Dole Food Company mean the investment into DFC Holdings LLC, of which Dole Food Company, Inc.is a wholly owned subsidiary.