Blackrock Land International, the property company being spun off by Fyffes, will have assets of €207 million when it comes to the market on May 15th.
The fresh produce group said the assets would comprise 30 properties valued at €197 million along with cash of €20 million. A deferred tax liability of €10 million associated with the transferred properties reduces the net asset figure to €207 million.
Fyffes shareholders will get one share in the new company for every share they currently hold in Fyffes.
The group will then invest another €83 million in the company in return for a 40 per cent shareholding.
The company said yesterday that when the transaction is completed, Fyffe's shareholders will have a direct and indirect interest in Blackrock of 57 cent per Fyffes share held. Their direct interest, via the original share issue, will be 35.4 cent per Fyffes share, while the indirect interest via the 40 per cent stake taken by Fyffes will be 23.6 cent per Fyffes share.
This is 2 cent more than envisioned when the deal was first proposed, Fyffes said.
"Blackrock's primary objective will be to build a substantial international property business with a clear focus on development opportunities supported by a strong property investment portfolio," the company said yesterday.
The new entity will have the capacity to leverage its strong balance sheet "and pursue opportunities on a significantly greater sale than if the property undertaking remained within Fyffes", according to the group.
Fyffes will be the tenant at 14 of the properties transferring into the new company, including its depot at Beresford St in Dublin which is valued at €25 million and two depots in Swords, Co Dublin valued at €16.9 million. A development site in Edinburgh is valued at €26 million.
Carl McCann, the chairman of Fyffes, will be the executive chairman of Blackrock and Robert Knox, the group's property manager, will transfer as managing director.
The other non-executive directors will be Philip Halpenny, the Fyffes company secretary, Declan McCourt, a Fyffes non-executive director and chief executive of OHM group, Andrew Kelliher, a partner in accountants O'Connor, Kelliher & Treacy, Jerome Kennedy, the former managing partner of KPMG, and Alan White, a former property director with British Telecom.
Fyffes shares closed unchanged at €2.13 last night in Dublin.
Shareholders will be asked to vote on the demerger at an extraordinary general meeting on May 9th.
If the shareholders approve the deal, then the shares will be listed on the IEX market in Dublin and the AIM market in London on May 15th.
