Ansa Coatings International Limited Issues take-over bid circular

Ansa Coatings International Limited has alerted the public, its intention to acquire 48.99% of the share capital of the Berger Paints Jamaica Limited (BRG) being the remaining 104,990,171 issued ordinary shares of Berger Paints Jamaica Limited.

The offeror, Ansa Coatings International Limited is a diversified manufacturer and supplier of paint and coatings in the Caribbean. The Company was established from the integration of Penta Paints Caribbean Limited and Sissons Paints (Trinidad) Limited in June 2012 and is a wholly owned subsidiary of ANSA McAL Limited. Furthermore, ANSA McAL Limited, together with its subsidiaries, engages in “manufacturing, trading and distribution, packaging and brewing, insurance and financial services and media and service industries. ANSA McAL Limited and affiliated entities operate in Trinidad and Tobago, Jamaica, Barbados, Guyana, St. Kitts and Nevis, Grenada and the wider Caribbean Region, as well as the United States of America.”

Ansa Coatings International Limited indirectly owns 109,332,222 ordinary shares as a result of the LBOH acquisition. This constitutes approximately 51% of the issued share capital of Berger Paints Jamaica Limited. According to the Take-Over Bid Circular, “Pursuant to Regulation 19 of the Jamaica Stock Exchange Take-overs and Mergers Rules and Regulation 26(1) of The Securities (Take-Overs and Mergers) Regulations, 1999, (collectively “the Jamaica Take Over Code”), ACI hereby makes this mandatory Offer to the registered shareholders of BPJL to acquire the remaining issued ordinary Shares in the share capital of BPJL comprising 104,990,171 ordinary shares or 48.99% of the issued share capital of the Company.”

Ansa Coatings International has offered to purchase any and all shares not currently owned at a cash price of JMD$10.88 per share the equivalent of USD$0.08485 per share. Berger Paints Jamaica Limited closed trading at JMD$15.81 on August 30, 2017 which is above the price offered by Ansa Coatings International Limited. Shareholders who accept the offer have the preference to elect to receive payment in United States dollars in lieu of Jamaica dollars. According to the take-over bid circular, “the Offer Price will be paid net of all fees and JSE cess, as set out in the Offer Circular. If the Offer is accepted by all remaining shareholders of BPJL, the maximum amount payable to those shareholders would be approximately JMD$1,142,293,060.48.” Additionally the offer shall open on September 07, 2017 and will expire at 4:00PM on September 28, 2017.

In a letter to the Financial Services Commission (FSC), the offeror confirmed that it has the adequate funds available to execute the proposed offer with approximately USD$8.6 million in cash and cash equivalents.


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