British American Investment Co. (Mtius) Ltd

 

(“BAI”)

 

 

Notice under Listing Rule 13.15

 

 

As communicated previously, British American Investment Co (Mtius) Ltd (“BAI” or “the Company”) has reached an agreement with the administrators of Courts plc (in administration) relating to the purchase of 98,998,205 shares (84.6%) of Courts (Mauritius) Ltd (“CML”), a company listed on the Stock Exchange of Mauritius; 60% of Courts (Indian Ocean) Ltd (“CIOL”), the holding company of Courts (Madagascar) sarl (“CMS”); and intellectual property rights owned by Courts plc (in administration). BAI and the administrators signed a sale and purchase agreement on 25 November 2005.

 

The total consideration payable by BAI is USD 25M, and the transaction has to be completed at latest by the 6th February 2006. The proposed acquisition is a substantial transaction under Chapter 13 of the Listing Rules for BAI, and requires the issue of a circular to all its shareholders as well as the publication of this summary of the circular.

 

(a) Reasons for the acquisition

 

BAI is an investment company whose business consists of investing its funds principally in securities with the aim of spreading investment risk and giving members of the company the benefit of the results of the management of its funds. One of BAI’s strategic intents is to be able to offer a comprehensive range of financial services to its clientele. BAI has for some time been looking for opportunities to enter the field of consumer credit and CML presents the BAI Group with the right opportunity as its consumer credit business is thriving. In addition, within BAI’s post-acquisition perimeter, there will exist an extended scope for the expansion of the finance division, with the opportunity to offer all forms of consumer credit, and in particular credit cards. Therefore, it is expected that the synergistic fit between existing BAI subsidiaries and CML will be beneficial to the BAI Group by creating new organic growth opportunities.

 

(b) Basis for Determination of Price Consideration

 

BAI was assisted by Infinite Corporate Finance Ltd (“Infinite”) Ltd, corporate and financial advisers, in conducting its evaluation of CML and CIOL which resulted in an equity value of Rs 928.6m. Based on the valuation, BAI made an offer which values the business, based on the current MUR / USD exchange rate of 30.70, at Rs 902.7m. The offer values the target companies at 11x headline March 2005 earnings.

 


 

(c) Funding

 

The transaction, including the “Offre de Maintien de Cours” is financed by a credit facility from Barclays Bank Plc amounting to MUR 675M, of which MUR 300M is a bridge loan, MUR 375M a 7-year term loan (both bearing interest at Prime Lending Rate + 1.25% p.a. - currently 10% p.a.) and the difference from internal funds.

 

BAI proposes to repay the bridge loan by 30 June 2006 from a special distribution to be made by CML from its retained earnings. It is proposed that this distribution be financed through a 7-year term loan from Barclays Bank Plc on similar conditions as above. Subject to the approval of the board of directors of CML, it is expected that CML will therefore distribute approximately MUR 3.40 per share by 30 June 2006 to all its shareholders.

 

(d) Completion of the transaction

 

The transaction will be executed by BAI in two steps. Step 1 involves the acquisition from Courts of 98,998,205 (84.6%) CML shares, 759,000 (60%) CIOL shares (40% being already held by CML), and Intellectual Property rights, which allow BAI to use trade marks owned by Courts in Mauritius, Madagascar and selected African Countries. Step 2 entails a guarantee to minority CML shareholders (“Offre de maintien de cours”), put in place by BAI, that for one month immediately following the Transaction, the share price of CML will not fall below a level determined by the SEM. At the end of Step 2, i.e. one month after completion of Step 1, BAI will hold between 84.6% and 100% of CML, which in turn holds 40% of CIOL. BAI will also hold the remaining 60% of CIOL, which will retain the 100% holding of CMS. Completion of Step 1, which will consist of a purchase of shares on the crossing board of the SEM, is expected to occur on or around 15 December 2005.

 

 

Copies of the full circular have been posted to all shareholders registered at the close of business on 5 December 2005. Further copies and other relevant documents are available at the Registered Office of the Company at 25 Pope Hennessy Street Port Louis up to 23 December 2005.

 

 

By order of the board                                                                         

Registered Office

Swadeck Taher                                                                       25 Pope Hennessy Street

Company Secretary                                                                                        Port Louis

 

26 September 2006

 

This notice is issued pursuant to Listing Rule 13.15

The board of directors of BAI accepts full responsibility for the accuracy of the information contained in this notice.