Amsons Group gets more time to buy out Bamburi Cement holdouts

The Bamburi Cement factory plant in Mombasa County.

Photo credit: File | Nation Media Group

Ten shareholders stood between Tanzanian conglomerate Amsons Group and full ownership of Bamburi Cement Company at the end of June, prompting an extension of the company’s suspension from trading to allow for their compulsory buyout.

Latest regulatory filings show that the minority shareholders held 67,082 Bamburi shares as at June 30, while Amsons held 362.892 million shares, equivalent to 99.98 percent of the cement firm’s 362.96 million issued shares.

The holdouts comprise eight local individual shareholders, one foreigner and a local corporate.

Amsons won the right for a compulsory buyout of Bamburi’s minority shareholders—known as a squeeze-out— after successfully acquiring 350.4 million or 96.54 percent of Bamburi shares in its takeover deal of the firm which closed in December 2024.

In order to facilitate the squeeze-out of the remaining owners who held 12.55 million shares, the Bamburi share was initially suspended from trading for a period of 10 weeks between February 28 and May 9.

The Capital Markets Authority (CMA) extended the suspension by a further 60 days when it expired in May, before the latest extension that has not set a timeframe.

“The extension is intended to allow for the completion of the share transfer process in line with the relevant legal and regulatory requirements…the suspension shall remain in force until such time as the CMA issues further direction,” said the NSE in a notice published on Monday.

The terms of the offer stipulated that the squeeze-out would be done upon achievement of a 90 percent acceptance rate, at either the prevailing market price of the shares or the offer price, whichever was higher.

The Tanzanian firm acquired the Bamburi shares at a price of Sh65 per unit, making this the squeeze-out price since the stock was trading at Sh56.50 when the approval for compulsory acquisition was made.

The open ended suspension also signals that the NSE may now have seen the last of trading activity on the Bamburi stock, which was one of the mainstay blue chips at the bourse for decades, having been listed in 1970.

In its offer, Amsons said it would retain the option of delisting Bamburi from the NSE, once it surpassed the 75 percent acceptance threshold needed to do so, and after receiving the necessary regulatory approvals.

With its ownership now close to hitting the 100 percent mark, a delisting looks likely, as per the terms in the offer document.

Amsons was ultimately the sole bidder for Bamburi after a rival offer by Kenyan firm Savannah Clinker fell by the wayside a day before the offer closure date.

Savannah pulled out its offer days after its chairman Benson Ndeta was arrested and later released over alleged fraud.

He later accused the CMA and unnamed detractors from government of contributing to his exit from the Bamburi bid, saying that the arrest had made his financial backers demand fresh due diligence, but the CMA declined to extend the offer period to accommodate this request.

Following Amsons’ announcement of its bid on July 10, Savannah put up a counter offer of Sh70 per share on August 27, before raising it to Sh76.55 in October, and valuing its bid at Sh27.8 billion.

Investors who had pledged their shares to Savannah before it withdrew its bid were allowed to tender them afresh in favour of Amsons.

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