Savannah Clinker Limited has announced its intention to acquire up to 100% of the ordinary shares of Bamburi Cement PLC.
The company notified the public that it served Bamburi Cement with the notice on August 27, 2024.
Savannah stated that the Competing Offer responds to a proposed offer by Amsons Industries (K) Ltd (“Amsons”), for which a Notice of Intention to make a Take-Over Offer was issued on July 10, 2024.
“Pursuant to Regulations 13(1) and 4(1) of the Capital Markets (Take-Overs & Mergers) Regulations, 2002 (“Take-Over Regulations”), the Competing Offeror hereby notifies the shareholders of Bamburi of our intention to make a Competing Take-Over to acquire up to 100% of the ordinary shares with a par value of Ksh5.00 each in Bamburi for a cash consideration in accordance with the terms of the Notice of Intention and the terms and conditions of the document setting out the Competing Offer by the Competing Offeror for the purchase of the Offer Shares, which will follow in due course,” the notice reads.
Savannah went on to explain that the offer shares will be acquired without any liens, charges, encumbrances, or other claims attached to them. However, there are specific exceptions. The selling shareholders retain the right to receive two types of dividends:
- Any special dividend declared and paid by Bamburi from the proceeds of the completed sale of its stake in Hima Cement Limited, Uganda.
- Any dividends declared, made, or paid by Bamburi for its financial year 2024 if, for any reason, the Competing Offer is not completed by 11:59 PM Nairobi time on June 30, 2025.
Competing Offer Price
The Competing Offer Price for each ordinary share of Bamburi is set at Ksh70.00, which is significantly higher than Bamburi’s recent trading prices as of July 9, 2024.
Specifically, the offer price includes the following premiums:
- A 53.34% premium over the closing price of Bamburi’s shares on July 9, 2024.
- A 64.55% premium over the 30-day volume-weighted average price (VWAP) of Ksh 42.54 per share.
- A 56.91% premium over the 90-day VWAP of Ksh 44.61 per share.
- A 79.62% premium over the 180-day VWAP of Ksh 38.97 per share.
“The completion of the Competing Offer, including the payment in cleared funds of the Competing Offer Price for all the Shares tendered by shareholders accepting the Competing Offer, is expected by February 28, 2025 (“Long Stop Date”), or such later date as may be set with the approval of the CMA to facilitate the meeting of any outstanding conditions of the offer,” the notice reads.
Also Read: Tanzanian Company Announces Ksh 23billion Bid to Acquire Bamburi Cement
Payment & Retention of Employees
Payment for the shares will occur within 30 days after two key events: the end of the offer Period, during which shareholders can accept the competing offer, and the fulfillment or waiver of all conditions attached to the competing offer.
This is contingent on these events occurring before the long stop date.
Savannah confirmed that the existing contractual and statutory employment rights, including pensions, of all Bamburi employees will remain in force after the completion of the competing offer.
“Further details regarding the continuation of the business and the retention of the employees will be included in the Competing Offer Document,” the Company clarified.
Also Read: Company & Assets Up for Sale After Financial Downfall
About Savannah Clinker
Savannah is led by Bersion Sande Ndeta, who also serves as a director.
Ndeta has been in the cement sector for more than 20 years having served in various roles including as the Chairman of East African Portland Cement Limited in 2003.
He was the majority shareholder of Savannah 2022 Cement Limited until November 18, when his shares were transferred to a third party.
He is in the process of exiting as a director of Savannah Cement Limited, which was placed under administration on July 21, 2023.
The principal activities of Savannah Clinker Limited include mining, manufacturing, processing, packaging, marketing, and selling cement.
The Company is also developing a limestone extraction and clinker processing plant in Kitui County, Kenya.
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