ProNutri Dairy Foods — Ownership, Shareholding and Governance
The balance of R90 million in funding requirements will be sourced through senior secured debt facilities from commercial banks and/or development finance institutions such as the Industrial Development Corporation (IDC) or the Land and Agricultural Development Bank (Land Bank).
Section 3 · Business Plan
Ownership, Shareholding and Governance
The balance of R90 million in funding requirements will be sourced through senior secured debt facilities from commercial banks and/or development finance institutions such as the Industrial Development Corporation (IDC) or the Land and Agricultural Development Bank (Land Bank).
3.1 Proposed Shareholding Structure
| Shareholder | Shareholding % | Nature | Investment (R'm) |
|---|---|---|---|
| Founding Management Team | 35% | Equity | 25.0 |
| Strategic Equity Investor(s) | 40% | Equity | 55.0 |
| B-BBEE Partner / Community Trust | 15% | Equity / Notional Vendor) | 10.0 |
| Employee Share Ownership Programme | 10% | Vesting over 5 years | — |
| Total Equity | 100% | 90.0 |
The balance of R90 million in funding requirements will be sourced through senior secured debt facilities from commercial banks and/or development finance institutions such as the Industrial Development Corporation (IDC) or the Land and Agricultural Development Bank (Land Bank).
3.2 Board of Directors
| Director | Role | Expertise |
|---|---|---|
| Thabo Nkosi | Chief Executive Officer / Executive Director | 18 years in FMCG and dairy operations management |
| Melissa van der Merwe | Chief Financial Officer / Executive Director | 15 years in corporate finance; CA(SA), ex-Big 4 |
| Pieter Botha | Non-Executive Director | Agricultural specialist; 25 years in commercial dairy farming |
| Nomsa Khumalo | Independent Non-Executive Director | Chartered Accountant; corporate governance expert |
| Dr. Sipho Mthembu | Independent Non-Executive Director | Food science PhD; former DALRRD regulatory advisor |
3.3 Corporate Governance Framework
The Company will adopt governance practices aligned with the King IV Report on Corporate Governance for South Africa (2016) on an apply-and-explain basis. The Board will establish the following sub-committees: Audit and Risk Committee (chaired by an independent non-executive director), Remuneration and Nominations Committee, and Social and Ethics Committee (as required by the Companies Act).
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