Bamburi shareholders transferred a further 212.73 million shares worth Sh13.83 billion to Tanzanian conglomerate Amsons Group on Thursday in the ongoing takeover of the company, putting the buyer above the threshold needed to delist the cement firm and compulsorily buy out shareholders who did not tender their stock.
This brought the total shares taken up by Amsons in the last two days to 349.8 million, following Wednesday’s bulk transfer of 137.06 million units from various shareholders.
The total shares transferred so far are therefore valued at Sh22.74 billion as per the buyout price of Sh65 per share.
Amsons, which is majority controlled by Tanzanian businessman Edhah Abdallah Munif, has therefore taken possession of at least 96.4 percent of Bamburi’s 362.96 million issued shares indicating that the offer has been successful.
On Wednesday, a trader told the Business Daily that the bulk transfers were originating from several stockbrokers as sellers and terminating at KCB Investment Bank as the buying agent. KCB Investment Bank is Amsons’ transaction adviser and lead acceptance agent in the Bamburi takeover deal.
In its offer document, Amsons had said it would begin the transfer of stock from Bamburi shareholders who accepted its bid within 14 days of the offer becoming unconditional, with payment for these shares being done within this period as well.
By surpassing the 90 percent acceptance mark, Amsons will now have the option of compulsorily buying out (squeezing out) any remaining shareholders who did not participate in the offer.
The conglomerate also has the option of delisting Bamburi from the Nairobi Securities Exchange (NSE), having surpassed the 75 percent acceptance threshold needed to do so.
As per the Amsons offer document, the company will issue the squeeze out notice to affected shareholders within three months from the last day of the offer period, and buy them out within six weeks of issuing the notice and then delist the company.
The offer closed on December 5, with Amsons left as the sole bidder following the late withdrawal of rival bidder Savannah Clinker 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 Capital Markets Authority (CMA) and unnamed detractors in government of contributing to his exit from the Bamburi bid.
Mr Ndeta argued that the arrest had caused his financial backer—US-based infrastructure financier Global Infrastructure Finance & Development Authority (Gifda)— to seek additional due diligence on Savannah, but the CMA declined a request to extend the offer period by 60 days to accommodate the Gifda request.
Bamburi’s top 10 shareholders accounted for 91.52 percent of the company’s issued shares as per latest filings dated October 15, led by Swiss firm Holcim with a 58.6 percent stake held in two equal instalments via its subsidiaries Fincem and Kencem.
Retail investors, numbering 4,599, held 8.48 percent of the company, equivalent to 30.8 million shares as at mid-October.
