Dr. Alvin Chikamba DBL (UNISA) CA (SA)’s Post

Millicom board urges rejection of Niel deal: An independent committee representing Millicom’s board recommended shareholders turn down a buyout offer from Xavier Niel’s Atlas Investissement which valued the Latin America-focussed operator group at more than $4 billion. The advice to reject the approach came as little surprise given the group made a pre-emptive statement ahead of the offer being tabled outlining a bid at that level would be insufficient. In regulatory statements filed yesterday (15 July), the company indicated following discussions with financial advisers, the board’s committee had determined the offer of $24 per share significantly undervalues Millicom. It explained the price did “not adequately take into account expectations based on Millicom’s long-range plan” and financial expectations moving forward. It added the bid was at a level “well below trading multiples for comparable listed companies”. The group also noted the offer was below the share price at the time of release as well as the closing market price on what it defines as “certain other key dates”. Atlas launched an offer for Millicom shares it does not already own at the start of the month through subsidiary Atlas Luxco, with the proposal available until 16 August. Prior to tabling the proposal, it already held a 29 per cent stake. On making its bid, Atlas described the price set as providing “compelling value” and “high transaction certainty” to Millicom shareholders. The post Millicom board urges rejection of Niel deal appeared first on Mobile World Live. http://dlvr.it/T9ffy5

The family shareholders of D’Ieteren Group have reached an agreement to reorganise their respective shareholdings, cementing the long-term stability of the Group’s family shareholding. #DieterenGroup #FamilyofBusinesses

DEVELOPMENTS IN THE CANAL+ AND MULTICHOICE MANDATORY OFFER DEAL AFTER 8 APRIL 2024 I previously wrote about developments in the Canal+ and MultiChoice takeover case, in which the 35% stock ownership in MultiChoice by Canal+, triggered the implementation of the mandatory offer by the Vivendi owned French company, to acquire any remaining securities on terms determined by the Takeover Regulation Panel (TRP) acting per s23 of the Companies Act 71 of 2008 and the applicable Takeover Regulations. Well, well, well, things are certainly happening! The deadline of the 8th April 2024 set by the TRP has come and gone and we have serious developments to talk about. Canal+ and MultiChoice have to date made at least two joint announcements, informing the public of the developments in the takeover case. Let us break down the developments as from 8 April pound for pound for you. 1. The April 8, 2024 Deadline Announcement On deadline day as prescribed by the TRP, a joint announcement was issued as early as 07h05 indicating the conclusion of a "cooperation agreement" regarding Canal+'s proposed mandatory offer for MultiChoice shares, as contemplated in South African company law. To be exact the cooperation agreement (the agreement) was concluded on 7 April 2024. In terms of the agreement MultiChoice has, ofcourse, granted to Canal+ certain customary exclusivity undertakings. Following further engagements between Canal+ and MultiChoice and in terms of the agreement, each participating shareholder of MultiChoice will be entitled to receive an offer for shares per the Canal+ Mandatory Offer at a cash consideration of ZAR 125.00 per Offer Share. This is significantly above the minimum price for the Mandatory Offer in terms of Regulation 111(2) of the Takeover Regulations (which amount as previously indicated, was approximately ZAR 105.00). During the course of the offer, Canal+ reserves a right to acquire more MultiChoice shares on the market. Any such acquisitions must be reported to the TRP and announced to MultiChoice shareholders on SENS in accordance with SA law (Takeover Regulations). 2. Announcement of Further Acquisitions of Shares on 12 April 2024 It was announced on 12 April that between 8 and 12 April 2024, Canal+ had acquired further shares to hold an aggregate of 40,01% of the MultiChoice Shares in issue by close of the week. Requisite disclosures were made to MultiChoice and the TRP. The writing is on the wall regarding the takeover. Important issues to note are that Canal+ is aware that: (i)the economic transformation of South Africa and the Broad- Based Black Economic Empowerment (BBBEE) are imperatives both in the wider context and for MultiChoice; (ii) there are foreign ownership restrictions in South African law. All this points to the need for a BBBEE partner. Canal+ will need to urgently find one. (The Author consults on M&As law, and is the founder of the LLM Mergers & Acquisitions module at UWC under the LLM in Corporate Law Program)

N Brown Group non-executive director and fourth biggest shareholder, Joshua Alliance, has been given the go-ahead to acquire the business in a take-private deal, thought to be worth £191m. Find out more below. #NBrownGroup #mergersandacquisitions #takeovers #fashionnews

Crest rejects Bellway takeover bids Crest Nicholson has confirmed it has rejected two takeover bids from fellow housebuilder Bellway. Responding to an announcement Bellway made late yesterday (June 13) confirming its approaches to Crest following media speculation, Crest concurred that on May 7, Bellway made what the smaller housebuilder called an “unsolicited” proposal of an all-share offer, with an implied value of 253p per Crest share. Under the proposed £650 million deal made in May, Crest’s shareholders would have received 0.093 new ordinary shares in Bellway for each Crest share it owned and held around 17.1% of the combined business. But Crest said its board decided that this offer “significantly undervalued Crest Nicholson and its future standalone prospects and was not in the best interests of Crest Nicholson’s shareholders”. It rejected the bid on May 14. This followed Bellway’s earlier lower offer on April 25 – which Crest also deemed unsolicited - involving Crest’s shareholders receiving 0.089 new ordinary shares. Crest turned this down on May 2. Bellway now has until July 11 to announce a "firm intention" of an offer or to confirm that it will not do this. Yesterday, Bellway, Britain’s fourth largest housebuilder according to Housebuilder’s Housing Market Intelligence (HMI) data, said there was no certainty an offer would ultimately be made. But it added there was a "compelling strategic and financial rationale for a combination of Bellway and Crest Nicholson which would bring together the strength of each business with complementary brands to reinforce Bellway's position as a leading UK housebuilder". Bellway and Crest’s confirmations come shortly after Crest reported a challenging half year, with a pre-tax loss of almost £31 million after it encountered further build defects across its legacy sites. In March, Crest said it had discovered build defects on four sites, "predominately" completed before 2019 when it closed its London and Regeneration divisions. But the housebuilder revealed that further problems had been uncovered after the firm appointed a third party consultant to assess around 140 completed sites to which it still has an obligation to maintain ahead of adoption by the local council or management company. The firm also issued a profit warning for its full year. Pre-tax profit is now expected to be between £22 million and £29 million, originally anticipated at £38 million. Last year, it downgraded its profit expectations twice, with the end result at £41 million against 2022's £138 million. The housebuilder’s ceo Peter Truscott is leaving his post today, with ex-Persimmon chief commercial officer Martyn Clark replacing him as reported in January. Crest is Britain’s 12th biggest housebuilder, according to the HMI report. Both housebuilders said their announcements on takeover deals had been made without the other’s consent.

Transferring shares in a Thai limited company is a common practice that allows for ownership changes and the redistribution of equity among shareholders. Whether you’re considering buying or selling shares in a Thai company or looking to understand the process as a shareholder, it’s crucial to familiarize yourself with the legal requirements and procedures involved. In this comprehensive guide, we will delve into the essential steps and considerations for transferring shares in a Thai limited company, ensuring a smooth and legally compliant transaction. https://lnkd.in/geiAQM_d #sharetransfer #thailimitedcompany #companyshares #businessownership #legalprocess #companyformation #corporatelaw #shareholders #companystructure #ownershipchange #businessgrowth #legaladvice #companyownership #startupinthailand

My colleague, Mark Edwardes Jones, and I consider a case in which a #shareholder in a company in principle suffered #unfairprejudice when the company failed to pursue an #exit. The decision provides useful guidance for #investors deciding whether to hold or to pursue a multi-track exit. #companylaw #privateequity #privatecapital #venturecapital #shareholders #minorityowned

A buy-out order is an important alternative form of relief available in Cayman just and equitable winding up petitions. Where such relief is sought and the value of the subject shares has declined significantly from the time of the impugned conduct to the time of the buy-out order, the appropriate valuation date will be a hotly contested issue between investor and company. Read our article which analyses a recent Cayman judgment involving the improper exercise of compulsory redemption powers to dilute and disenfranchise a majority shareholder, in which the Court held that a buy-out order was an adequate alternative to winding up of the company, but that the investor’s rejection of an earlier offer to purchase its shares at fair value rendered it unfair to value the shares at a date earlier than order: https://lnkd.in/gxbU6Ryn #offshore #caymanislands #insolvency #windingup #disputeresolution #redemptionrights #buyout

INSIGHT | Corporate takeovers done lawfully: A guide for unlisted public companies in growth mode After agreeing to a possible future issue of shares to the sellers of Ringers Western Pty Ltd, the buyer, an unlisted public company, raised capital from new investors and increased to more than 50 shareholders. Piper Alderman partner Lis Boyce discusses this issue. Read the complete article here: https://lnkd.in/gGEaV3_E #MergersandAquisitions #CorporateTakeovers #PiperAlderman

Shareholders of Evans & Partners, the parent company of disgraced vertically-integrated advice firm Dixon Advisory, have voted in favour of delisting from the ASX. Leadership encouraged the option after mounting controversies and ongoing scrutiny plagued the share price of the troubled firm. #financialservices #financialadvisers #financialplanning