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Business Reporter
Simbisa Brands has revised the terms and conditions for the acquisition of Dubai based entity Foodfund following the change of circumstances at one of the outlets that was meant to be part of the acquisition deal.  Instead of acquiring 100 percent of Foodfund’s issued share capital, Simbisa will now only acquire 50 percent with the existing shareholders retaining a 50 percent shareholding.

In a notice to shareholders the company said the changes to the terms and conditions were necessitated by the unavailability of one of Foodfund’s major assets, based in Dubai.

“Post the release of the circular, they were informed by landlord of one of the major assets, based in Dubai, UAE, that the mall within which the asset is situated will be undergoing a major refurbishment and upgrade, which is likely to commence within the next six to twelve months.”

Following the disclosure, the two parties took the opportunity to revise the terms and conditions that also meant current Foodfund shareholders had to retain 50 percent shareholding to align their interest and maximize shareholder value in the long run.

“Having held further discussions with Foodfund, it has been agreed that it is in the interest of both parties to the transaction that Foodfund management retain a significant interest in the underlying operations of Foodfund whilst Simbisa leverage FoodFund’s experience and expertise in the casual to fine dining sector in both new and existing markets.

“Simbisa has subsequently made a revised offer to acquire a 50 percent beneficial interest in Foodfund on revised terms as laid out below whilst existing Foodfund shareholders, who will remain involved in the day to day management and operations of the business, will retain a 50 percent shareholding in Foodfund.

The number of Simbisa shares to be issued to Foodfund have also been revised downwards to 99,312,500 from 198,625,000 prior.

The dilutive impact of the New Share issue on existing Simbisa shareholders’ stakeholding has been reduced from 33 percent to 24 percent.

“Further, Simbisa has retained the right to acquire the remaining 50 percent of the shares in Foodfund within the next four years.” Simbisa is planning to list on the London Stock Exchange (AIM) to raise funds for the acquisition of Foofund among other expansion projects.