SA firm in compulsory buyout of AccessKenya owners

Dimension Data has compulsorily bought out all the remaining shareholders of AccessKenya who did not accept the offer for acquisition made last year by the South African firm.

The company was required to get acceptance of its offer from at least 90 per cent of shareholders to get the Capital Markets Authority’s approval for a compulsory acquisition of the rest of the shares.

On Wednesday, the telco, which has already been de-listed from the Nairobi Securities Exchange (NSE), announced that Dimension Data had deposited cash equivalent to Sh14 per share for all shareholders who did not respond to the buy-out offer.

“Shareholders of AccessKenya Group are hereby notified that Dimension Data Holdings Plc has with effect from January 4, 2014, compulsorily acquired the remaining shares that were subject of the notice dated November 1, 2013, issued pursuant to section 210 of the Companies Act, Chapter 486 of the Laws of Kenya,” said AccessKenya in a statement.

Dimension Data’s offer was for 218 million shares at Sh14 each, which valued AccessKenya at Sh3.05 billion. The move by AccessKenya means that at most Dimension Data will pay for 21.8 million shares worth about Sh305 million. This is the last stage in the buyout of AccessKenya.

Shareholders are to be paid for their shares on returning the acceptance form.

“The remaining shares have been acquired at a price of Sh14 per share which is the take-over offer price. The consideration of the remaining shares has been paid to the company to hold in trust for the shareholders,” said the notice.

At Sh14 per share, the offer was Sh1 billion higher than AccessKenya’s market value of Sh2.08 billion on May 7 when it stopped trading at the NSE to allow the conclusion of the deal.

Dimension Data was slightly below the compulsory acquisition threshold in August 2013 when shareholders representing 89 per cent of the share capital had agreed to the offer and delisting of the company from the NSE at an extraordinary annual general meeting.

The prospectus on the offer said that if Dimension Data did not acquire 90 per cent of the shares, the remaining shareholders would still remain owners regardless of the delisting.

Trading in shares of a delisted company is difficult, making it unattractive for minority shareholders to remain as owners once a company goes private.

“Obviously, it is up to individuals to choose whether or not they wish to sell their shares. However, shareholders need to be aware that if they do not accept the offer, their shares will no longer be tradable on the NSE once AccessKenya is delisted,” said Pamoja Capital managing director Geoffrey Gangla at the time.

Rea Vipingo and troubled car dealer CMC are other NSE-listed firms that are expected to delist after majority-owners agreed to sell their shares to private investors.