Unga Group Plc has announced that it has obtained approval from the Capital Markets Authority (CMA), in accordance to Regulation nine and ten of the Capital Markets (take overs and mergers) Regulations 2002, to release the shareholders’ circular and the independent adviser circular to the shareholders of the company.
The CMA gave approval on May 21, 2018.
The shareholders’ circular details the take-over offer presented by Seaboard Corporation, in conjunction with Victus Limited, on February 7, 2018, to acquire 34,939,396 ordinary shares in Unga Group Plc.
Unga Group has published the circulars together with the offer document and form of acceptance on its website. In addition, each shareholder will receive a hard copy of these documents.
Seaboard’s Offer
Seaboard Corporation, a US-based multinational firm, is offering each shareholder Sh40 for every ordinary share held, an offer the board acknowledges to be on the lower side. However, “the board deems it consistent with valuations of the business as a viable going concern and in line with normal share price performance for the counter.”
The board also said Unga will have to be liquidated after it turned down a higher evaluation of Sh67.19 per share.
“It is the board’s duty to promote the success of the company for the benefit of its members as a whole, as well as the interests of stakeholders such as the company’s employees, suppliers and consumers of its products, along with the long-term well-being of the business as a going concern,” the board said.
Currently, Seaboard holds 2.92 percent shares in Unga while Victus Limited holds 50.93 percent shares. Moreover, Seaboard’s offer entails acquiring 46.15 percent issued shares in Unga not already owned by Victus and Seaboard. Additionally, the acceptance of the offer will require Seaboard to pay Unga about Sh1.4 billion in cash.
Seaboard needs shareholders holding at least 21.1 percent shares in Unga to get on board for the offer to go forward. So far, the largest shareholder, the Philip Ndegwa family, is already on board.
Seaboard has organised several meetings with some of Unga’s shareholders where Unga’s value and the offer price is expected to be on the agenda.
Unga has told its shareholders that Seaboard has until June 6 to review its offer. The firm’s offer closes on June 13, 2018, at 5.00 p.m.
