Mauritian company, FWA Financial Limited has announced its intention to make a P88 million offer for Imara Holdings Limited (IHL), which may result in the Botswana registered firm delisting from the local bourse.
FWA already owns 28% (17 million shares) of Imara’s 59 million shares in issue. In a statement, Imara announced that FWA had tabled an offer to buy the remaining 42 million shares at a price of P2.10 per share bringing the value of the transaction to P88 million.
“The offer will be made directly to Imara’s shareholders, by FWA and independently of the Independent Board.
“If, following the implementation of the offer, FWA owns more than 80% of the Imara shares in issue, then it is the intention to approach the BSE to delist Imara on the basis that the requisite shareholder spread is no longer extant,” Imara said.
If, however, FWA has not acquired 100% of the Imara shares in issue following implementation of the offer, the South African company says it will, in consultation with the BSE, ensure the compliance of Imara with the BSE Listings Requirements.
The directors of FWA are Shammeemkhan Abdoolakhan, Sameer Ally Aumeerbocus, Hector Adam Fleming, Thomas Benedict Gaffney and Harry Joshua Wulfsohn. Fleming and Wulfsohn are executive directors in Imara and are co-founders of financial services firm, Fleming Wulfsohn, whose main investment is Imara Holdings Limited. To facilitate the transaction, FWA says it has entered into a loan facility agreement with Standard Chartered Bank under which the Listing Committee of the BSE will be provided with a guarantee issued for the benefit of each of the shareholders that accept the offer.
FWA says it will be funding the offer consideration from its own cash resources and the loan facility provided by Standard Chartered Bank.
As part of efforts to fulfill regulatory requirements, Imara says it will also enlist another independent board member to its board.
The Imara Board currently has two independent members while the takeover regulations require that the Independent Board needs to consist of at least three members. The current composition of the Independent Board does not, therefore comply with this requirement.
Imara said the appointment process can take several weeks and Imara has engaged with Non-Bank Financial Institutions Regulatory Authority on this matter and has commenced with the director approval process. Registered in Botswana, Imara also has presence in several countries including Angola, South Africa and the UK, as well as associate offices in Malawi, Mauritius, Zambia and Zimbabwe, Nigeria, Kenya and Namibia.
In Botswana, Imara provides a range of specialised financial products and services among them asset management (institutional and private client), corporate finance and advisory services, stockbroking (Imara Capital Securities), trust and administration services. Source: Mmegi