Tanzanian conglomerate Amsons Group yesterday took possession of the first batch of Bamburi Cement shares worth Sh8.9 billion, as it pushes for a full buyout of the Nairobi bourse listed company.
The Bamburi counter saw 137.06 million shares --equivalent to 38 percent of the company’s 362.9 million issued shares-- change hands yesterday at the Nairobi Securities Exchange (NSE) in block trades that were priced at Sh65 each.
The cement firm accounted for 95 percent of the NSE’s total traded turnover of Sh9.38 billion, and 78 percent of the 174.6 million shares that changed hands during the day’s session.
“It was a series of block trades distributed from several stockbrokers as sellers and terminating at KCB Investment Bank, as the buying agent. We also saw a number of foreign investors in the action,” said a trader at an investment bank.
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.
Amsons is controlled by Tanzanian businessman Edhah Abdallah Munif, with other members of his family holding minority stakes in the conglomerate’s subsidiaries.
Amsons has diverse interests in the cement, fuel and transport sectors, and reported a turnover of Sh10 billion and total assets of Sh8.1 billion in 2023.
The group announced its offer to buy out Bamburi in July at Sh65 per share, but Kenyan company Savannah Clinker made a counter offer of Sh70 per share on August 27, before raising it to Sh76.55 in October.
Savannah however withdrew its bid at the last minute on December 4, days after its chairman Benson Ndeta was arrested and later released over alleged fraud, giving the Tanzanian firm a clear run at Bamburi.
Mr Ndeta was accused of fraudulently obtaining a $35 million (Sh4.5 billion) loan from Absa Bank Kenya eight years ago.
Following his release, he accused the Capital markets Authority (CMA) and unnamed detractors in government of contributing to his exit from the Bamburi bid.
He said 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.
Both the Savannah and Amsons offers were open until December 5, 2024.
Shareholders who had committed their shares to Savannah were therefore required to tender them afresh to Amsons, otherwise they would be deemed to have declined to sell.
Bamburi’s top 10 shareholders accounted for 91.52 percent of the company’s 362.9 million issued shares as per latest filings dated October 15, meaning that some of them participated in yesterday’s block transfers.
The company’s largest shareholder is Swiss firm Holcim with a 58.6 percent stake held in two equal instalments via its subsidiaries Fincem and Kencem.
The second largest stake of 15.68 percent is held by an unnamed investor through a nominee account at Standard Chartered Bank, followed by businessman Baloobhai Patel with a stake of 11.12 percent, held through his investment vehicle Aksaya Investment Holding Limited.
Retail investors, numbering 4,599, held 8.48 percent of the company, equivalent to 30.8 million shares as at mid-October.
Amson’s bid did not have a minimum level of acceptances needed to make it successful, unlike Mr Ndeta’s which had set a threshold of at least 60 percent.
The Tanzanian firm said however that if it achieved a buyout of at least 75 percent of the Bamburi shares, it would evaluate the continued efficacy of keeping Bamburi listed on the NSE and may opt to delist the company based on this evaluation.
Further, if it gets 90 percent of the cement firm’s shares, Amsons will compulsorily buy out the remaining shareholders, in what is known as a squeeze out, after the publication of a notice to do so within three months of the offer’s closing date.
The results of Amsons’ buyout of Bamburi are expected to be published by December 20 (Friday).
