AFRICAN Development Corporation (ADC) management and supervisory boards have okayed the public share-for-share offer by Bob Diamond’s Atlas Mara as “financially fair”. NDAMU SANDU
Atlas Mara last week said it was offering five ordinary shares for four shares of ADC as it bids to become a premier financial services group on the African continent.
The offer corresponds to an implied price of €10,45 (about US$14,32) per ADC share representing a premium of 16,7% to ADC’s closing price on March 28.
The offer follows an announcement in April that Atlas Mara—founded by ex-Barclays Plc chief executive Diamond and billionaire Ashish Thakkar — would buy 50,1% in pan-African banking group, BancABC.
BancABC has operations in Zimbabwe, Zambia, Botswana, Mozambique and Tanzania.
Atlas Mara also made a voluntary offer to acquire a majority stake in ADC bringing total ownership in BancABC up to 88% and a subsequent mandatory offer for the remaining 12% stake in BancABC.
ADC chief executive officer Dirk Harbecke said yesterday the financial services group supported the offer made by Atlas Mara.
“We are of the opinion that an offer, which equates to EUR 10.45 per ADC share, is fair. It offers ADC shareholders a premium of nearly 20% above the volume weighted average share price in the one month period prior to the publication of the Offer and allows our shareholders to continue to participate in our vision to build a leading pan-African banking group,” Harbecke said.
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We look forward to working with Atlas Mara to expand current business and drive and accelerate future growth.”
Harbecke said Atlas Mara founders and board “share our vision and view ADC as an ideal structure to launch its activities on the continent. We recommend that our shareholders accept the offer.”
ADC shareholders have to tender their shares by July 31 2014.
The share-for-share offer deal was contingent upon a minimum acceptance threshold of 4,901,553 shares of ADC [approximately 51,77% of the current share capital of ADC, being 9,467,440 shares of ADC] at the time of publication of the offer document and satisfaction of various regulatory approvals as presented in the offer document.
ADC has 37% stake in BancABC and a 3,9% indirect shareholding in Union Bank of Nigeria (UBN). The equity in UBN is held in private equity consortium controlling 65% of the bank.
ADC also has an 88,5% shareholding in RSwitch, a major facilitator of payment transactions among banks in Rwanda.
It also has a 49% stake in electronic payment solutions and services provider in South Africa, evriPay, a 38,7% shareholding in Resolution Health, a health insurance provider in Kenya.
ADC also has a 19,1% shareholding in Brainworks Capital, a Zimbabwean investment firm primarily investing in the financial, mining, energy, hospitality and real estate sectors.
In December, Atlas Mara raised $325 million to invest on the continent. The group announced last week that it had secured $300 million from a recent private placement and a commitment agreement for a debt facility of up to $200 million to finance its pan African drive.
