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 Management and majority shareholders of sister companies Kremney Public (LandWest: 4K1A GR) and DakorWest (Dakor: DAKOR UZ, WI81 GR) are pleased to announce completion of the merger of their majority holdings into new company Dakor Agro Holding (Cyprus). Danilo Korylkevych, who controls 69.39% of LandWest and 77.41% of Dakor, has converted his holdings into a total 4,100,000 shares of Dakor Agro Holding, for proforma ownership of 75.81%. As was previously announced, the ownership structure of Dakor Agro Holding is 20% represented by equity of LandWest and 80% by equity of Dakor.
Existing minority shareholders of LandWest and Dakor have been invited to convert their holdings into shares of Dakor Agro Holding, so that they receive the benefit of participating in the holding company. There are 4,116,374 GDRs of LandWest issued and outstanding with minority investors, representing 2,058,187 shares (2 GDRs = 1 share); The proposed conversion ratio is that each share of LandWest is convertible into 0.127151 shares of Dakor Agro Holding, which results in 261,700 Dakor Agro Holding shares if all LandWest minority shareholders convert. There are 1,290,737 shares of Dakor issued and outstanding with minority investors; The proposed converstion ratio is that each share of Dakor is convertible into 0.811009 shares of Dakor Agro Holding, which results in 1,046,800 shares of Dakor Agro Holding shares if all Dakor minority shareholders convert.
If all minority shareholders in LandWest and Dakor convert their holdings into shares of Dakor Agro Holding, the result will be a total of 5,408,500 shares of Dakor Agro Holding issued and outstanding. This will result in an ownership structure of 75.81% Danilo Korylkevych and 24.19% minority investors. As was previously announced, management’s intention is to seek listing of Dakor Agro Holding on a European stock exchange, likely the Warsaw Stock Exchange, in 2010 following completion of required IFRS audit. The current listings of LandWest GDRs on the Frankfurt Stock Exchange and Dakor shares and GDRs on the local Ukrainian exchanges and Frankfurt Stock Exchange, respectively, will be maintained until such a time that Dakor Agro Holding is listed and all existing shareholdings of LandWest and Dakor have converted their holdings into shares of Dakor Agro Holding. KBC Securities Ukraine is acting as exclusive financial advisors to LandWest and Dakor on the merger, financing and listing of Dakor Agro Holding.
The consolidation of Dakor and LandWest into Dakor Agro Holding results in establishing of a vertically integrated top-4 sugar producing and agriculture company in Ukraine with 163,000 Ha of agricultural land under control, 4 producing sugar plants, commensurate fleet of modern machinery, and company owned logistics and storage. In 2008, according to management, Dakor reported revenues of UAH 660.9 million (Eur 85.7 million) and normalized EBITDA of UAH 140.4 million (Eur 18.2 million). LandWest reported revenues of UAH 96.8 million (Eur 12.6 million) and normalized EBITDA of UAH 30.5 million (Eur 4.0M). Management has selected a big four international auditor to prepare consolidated IFRS audited accounts in preparation for the listing of Dakor Agro Holding.
Interested parties are requested to direct all inquiries to KBC Securities Ukraine.
Duff Kovacs, Head, Institutional Equities: +38-044-495-4904
Valeri Kulitski, Head M&A: +38-067-408-4630
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