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This second option allows us to move forward with a new unlisted entity, giving Vision a fresh start without any legacy obligations. With all the assets, including the THL brands, in a new unlisted company owned 100% by Vision, we will honour the Competition Commission Tribunal’s ruling that includes taking over the THL staff and supporting the small-scale growers. – Vision Investments

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Sizwe sama Yende

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Vision Investments will forge ahead with its take-over of Tongaat Hullets Limited (THL) assets despite shareholders having voted against a debt-to-equity swap deal.

THL shareholders’ vote means that they can no longer participate in the business and will receive nothing for their shares.

Vision Investments - a consortium made up of mogul Robert Gumede’s Guma Agri, Rute Moyo of Remoggo, Amre Youness of Terris Sugar and Nauman Khan of Almoiz - had given the shareholders two options.  The first one being to vote in favour of the debt-to-equity swap deal and retain 2.7% of the JSE-listed shares. Vision would remain with 97.3%.

“The debt for equity swop would result in THL being recapitalised with a much stronger balance sheet so as to be in a position to exit Business Rescue and be setup for future profitable growth and expansion,” the company said in a statement.

The second option was vote against the resolutions promoting the debt-to-equity swap. Shareholders preferred this option, which does not only cut their ties with THL but also leaves them empty-handed.

“Although we are disappointed that the current shareholders will ultimately no longer participate in the business, we have no regrets with the process that has been followed as THL’s current shareholders exercised their democratic right when it came to the first option available to the BRPs to execute the approved Vision Business Rescue plan,” said Vision Investments.

“We understand their disappointment and disillusionment as they have seen their investment destroyed by the fraudulent activities of previous THL management. However, Vision is not to blame as our role is to invest our own money and skills into saving THL and jobs and we are not linked to THL’s dramatic erosion of shareholder value.”

Vision Investment said reiterated that the shareholders’ vote would not stop the implementation of Vision's Business Rescue plan that was approved by the THL creditors in January 2024. 

“Furthermore, the South African Competition Tribunal recently approved Vision's acquisition of THL. While we had hoped that the current shareholders would vote in favour of the debt for equity swap so that THL could remain listed on the JSE and, importantly, take a step closer to coming out of Business Rescue by September 2024 as a precursor to returning to a “business as usual” situation, today offers us an opportunity to move forward with the second option available to execute the approved Vision Business Rescue plan so as to take the business forward and save jobs in all jurisdictions THL operates in,” the company added.

The company said in terms of the second option available to execute on the approved Business Rescue plan, it would proceed to access its right to conduct a debt for asset swap of all THL assets that are included in the current debt package linked to the R8.6b of secured debt. 

The debt package includes all the assets in the operating businesses in South Africa as well as all shares in the operating businesses across the other SADC jurisdictions. 

“This second option allows us to move forward with a new unlisted entity, giving Vision a fresh start without any legacy obligations. With all the assets, including the THL brands, in a new unlisted company owned 100% by Vision, we will honour the Competition Commission Tribunal’s ruling that includes taking over the THL staff and supporting the small-scale growers.”

In terms of the Vision Business Rescue plan approved by THL creditors on 11 January this year, Vision will pay unsecured creditors R75 million. 

“The R75m is securely in a bank account and will be escrowed shortly for distribution to the unsecured creditors. This is a significant goodwill gesture from Vision to support the unsecured creditors, some of whom will continue to be long term suppliers of products and services to the new THL,” said the company.

Vision has indicated that it had ambitious and well researched plans for THL, which included diversification and expansion into energy (Ethanol & Electricity from bagasse) to help alleviate the energy supply and costs in the region. 

“These plans include overall yield improvements and will lead to growth of area under sugarcane and the creation of sustainable jobs and small-scale sugarcane growers. With Africa still being a nett importer of sugar, Vision is also looking at the potential of new capacity and capability in suitable jurisdictions that have substantial markets and supply deficits.”