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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.