Acquisition
April 06 2009 - 2:00AM
UK Regulatory
TIDMBBHL TIDMCKL
RNS Number : 1609Q
BB Holdings Ltd
06 April 2009
BB Holdings Limited
Acquisition of Cockleshell Limited
Belize City, Belize, 6 April 2009. BB Holdings Limited (London: BBHL) (the
"Company" or "BBHL") today announces that final agreement has been reached on
the terms of the proposed acquisition of the entire issued share capital of
Cockleshell Limited ("Cockleshell") by the Company. The acquisition will be
implemented pursuant to the terms of the Merger. It is anticipated that the
Merger will become effective on or around 7 May 2009 (the "Effective Date").
Completion of the Merger is conditional on the cancellation of admission to
trading on AIM of the Cockleshell shares prior to the Effective Date. BBHL
Shares will continue to be admitted to trading on AIM and the Bermuda Stock
Exchange following completion of the Merger.
The Company will be dispatching a circular to BBHL Shareholders today containing
further details of the Merger.
THE MERGER
The acquisition of Cockleshell will be implemented pursuant to the terms of the
Merger.
Following completion of the Merger, Cockleshell Shareholders will collectively
hold up to 41,106,012 New BBHL Shares equivalent to approximately 69.9 per cent.
of the existing issued share capital of BBHL and approximately 41.1 per cent. of
the Enlarged BBHL Share Capital. The balance of 58,806,923 BBHL Shares,
equivalent to approximately 58.9 per cent. of the Enlarged BBHL Share Capital,
will be held collectively by the Existing BBHL Shareholders.
Lord Ashcroft, KCMG holds approximately 74.9 per cent. of the current issued
share capital of Cockleshell and approximately 77.8 per cent. of the current
issued share capital of BBHL and will hold approximately 76.6 per cent. of the
Enlarged BBHL Share Capital following completion of the Merger.
By way of consideration for the Merger, Cockleshell Shareholders will be
allotted and issued 0.916 New BBHL Shares for every Cockleshell Share registered
in their name as at 5.00 p.m. (Belize time) on the Record Date.
Assuming completion of the Merger and using a pound sterling to US$ exchange
rate of 1:1.42, the Merger values each Cockleshell Share at 122 pence and the
existing issued share capital of Cockleshell at approximately GBP54,670,996 in
aggregate. This represents a premium of approximately 132 per cent. to the
Closing Price of 52.5 pence per Cockleshell Share on 3 April 2009 (being the
last Business Day prior to the announcement of the potential transaction) and a
premium of approximately 50 per cent. to the net asset value of each Cockleshell
Share as at 31 March 2009.
New BBHL Shares will be issued credited as fully paid to Cockleshell
shareholders and will rank pari passu in all respects with the BBHL Shares in
issue at the time that the New BBHL Shares are allotted and issued, including
the right to receive and retain dividends and other distributions declared, made
or paid after the Effective Date. Application will be made for the New BBHL
Shares to be admitted to AIM and admission is expected to take place on 8 May
2009.
Cockleshell Shareholders have the right to dissent to the Merger. However, their
only remedy is to be paid the fair value for their Cockleshell Shares as at the
close of business on the day prior to 5 April 2009 (being the date on which the
majority shareholder of Cockleshell signed a written resolution approving the
Merger).
TERMS OF THE MERGER
The Merger will be effected under the IBCA and it is anticipated that the Merger
will become effective on the Effective Date.
The Merger is conditional on the Cockleshell Admission Cancellation becoming
effective prior to the Effective Date. If the Cockleshell Admission Cancellation
does not become effective before the Effective Date, the parties' rights and
obligations in relation to the Merger will automatically terminate.
The Merger Plan was approved by written resolution of the majority shareholder
of Cockleshell on 5 April 2009. The Merger was also approved by written
resolution of the majority shareholder of BBHL on 5 April 2009.
Subject to completion of the Merger, it is expected that on or about 8 May 2009,
the New BBHL Shares will be admitted to trading on AIM and that dealings will
commence on that date.
INFORMATION ON COCKLESHELL
Cockleshell is an international business company incorporated in Belize under
the IBCA with registered number 65,954. Cockleshell is admitted to trading on
AIM as an investing company. For the six months ended 30 September 2008
Cockleshell reported net profit of US$558,000 and earnings per share of US$1.24.
At 30 September 2008, Cockleshell's sole asset comprised interest bearing cash
deposits with banks amounting to approximately US$51.3 million. Since that date,
Cockleshell has continued to hold the cash deposits earning interest at market
rates.
At 31 March 2009, the value of Cockleshell's cash deposits amounted to
approximately US$51,755,210.
Further information on Cockleshell, including audited financial statements for
the period from 17 October 2007 (the date of incorporation of Cockleshell) to 31
March 2008 and unaudited financial statements for the six months ended on 30
September 2008, can be found on Cockleshell's website at
www.cockleshelllimited.com.
REASONS FOR THE MERGER
The Directors believe that, in the current uncertain economic climate, it is
appropriate for BBHL to take advantage of this opportunity to further strengthen
its Financial Services Division by utilising the cash assets of Cockleshell
(being US$51.8 million in aggregate). The Directors intend to make the cash
assets of Cockleshell available to the Financial Services Division to fund
expansion in line with BBHL's previously stated objectives of diversifying from
its traditional dependence on Belize and the Belize dollar into other areas of
the Caribbean and into the United States dollar. This process will be further
accelerated by expanding both the range of services offered and by the entry
into additional markets in the region through further lending and by way of
acquisitions.
FRACTIONAL ENTITLEMENTS TO BBHL SHARES
Cockleshell Shareholders may be left with a fractional entitlement to New BBHL
Shares under the Merger. All fractional entitlements to New BBHL Shares will be
rounded down and discounted for the purposes of calculating each Cockleshell
Shareholder's entitlement to New BBHL Shares.
COCKLESHELL ADMISSION CANCELLATION AND COCKLESHELL GENERAL MEETING
As noted above, the Merger is conditional on the Cockleshell Admission
Cancellation becoming effective prior to the Effective Date. Accordingly,
Cockleshell has today notified the London Stock Exchange of its intention to
seek the proposed cancellation of admission to trading on AIM of the Cockleshell
Shares, which is conditional upon the consent of not less than 75 per cent. of
votes cast by Cockleshell Shareholders in a general meeting.
Consequently, Cockleshell is convening the Cockleshell General Meeting for 10.30
a.m. on Tuesday 28 April 2009. If the relevant resolution is passed at the
Cockleshell General Meeting, the last day of trading of the Cockleshell Shares
is expected to be 6 May 2009 with the Cockleshell Admission Cancellation being
effective from 7.00 a.m. on 7 May 2009.
Lord Ashcroft, KCMG, the majority shareholder in Cockleshell, has already voted
to approve the Merger and has irrevocably undertaken to vote in favour of the
Merger in respect of his aggregate holding of 33,604,680 Cockleshell Shares
representing approximately 74.9 per cent. of the shares eligible to vote at the
Cockleshell General Meeting. Irrevocable undertakings to vote in favour of the
Cockleshell Resolution have also been obtained from holders of in aggregate an
additional 537,039 Cockleshell Shares representing an additional approximately
1.2 per cent. of the shares eligible to vote at the Cockleshell General Meeting.
Consequently, the outcome of the Cockleshell General Meeting and the approval of
the Cockleshell Resolution by the requisite majority has already been
determined.
BBHL Shareholders do not need to take any action in relation to the Cockleshell
Admission Cancellation or the Cockleshell General Meeting.
As Lord Ashcroft, KCMG, is a substantial shareholder of both BBHL and
Cockleshell, the Merger is deemed to be a related party transaction under the
AIM Rules. The independent Directors, being Lyndon Guiseppi, Cheryl Jones, John
Searle and Dr. Euric Bobb, having consulted with the Company's nominated adviser
consider that the terms of the Merger are fair and reasonable insofar as the
BBHL shareholders
are concerned.
For further information contact:
BB Holdings Limited Makinson Cowell
Belize +501 227 7178 1 (212) 994 9044
UK +44 (0)20 7248 6700
Cenkos Securities plc
Nicholas Wells / Adrian Hargrave +44 (0)20 7397 8900
Note: This and other press releases are available at the Company's web site:
http://www.bbholdingslimited.com
Definitions
+--------------+---------------+
| AIM | AIM, |
| | the |
| | market |
| | of |
| | that |
| | name |
| | operated |
| | by the |
| | London |
| | Stock |
| | Exchange; |
+--------------+---------------+
| AIM | the |
| Rules | AIM |
| | rules |
| | for |
| | companies |
| | as |
| | published |
| | by the |
| | London |
| | Stock |
| | Exchange |
| | from time |
| | to time; |
+--------------+---------------+
| BBHL | BB |
| | Holdings |
| | Limited, |
| | a public |
| | investment |
| | company |
| | incorporated |
| | in Belize |
| | under the |
| | IBCA with |
| | registered |
| | number 1; |
+--------------+---------------+
| BBHL | ordinary |
| Shares | shares |
| | of no |
| | par |
| | value |
| | each in |
| | BBHL; |
+--------------+---------------+
| BBHL | holders |
| Shareholders | of BBHL |
| | Shares; |
+--------------+---------------+
| Business | a day |
| Day | (other |
| | than a |
| | public |
| | holiday, |
| | Saturday |
| | or |
| | Sunday) |
| | on which |
| | the |
| | London |
| | Stock |
| | Exchange |
| | is open |
| | for |
| | normal |
| | business; |
+--------------+---------------+
| Cockleshell | the |
| Admission | cancellation |
| Cancellation | of admission |
| | to trading |
| | on AIM of |
| | the |
| | Cockleshell |
| | Shares in |
| | accordance |
| | with Rule 41 |
| | of the AIM |
| | Rules; |
+--------------+---------------+
| Cockleshell | the |
| General | general |
| Meeting | meeting |
| | of |
| | Cockleshell |
| | to be held |
| | at the |
| | offices of |
| | Allen & |
| | Overy LLP, |
| | One Bishops |
| | Square, |
| | London E1 |
| | 6AD, United |
| | Kingdom at |
| | 10.30 a.m. |
| | on Tuesday |
| | 27 April |
| | 2009 (or |
| | any |
| | adjournment |
| | thereof); |
+--------------+---------------+
| Cockleshell | holders |
| Shareholders | of |
| | Cockleshell |
| | Shares on |
| | the Record |
| | Date; |
+--------------+---------------+
| Cockleshell | ordinary |
| Shares | shares |
| | of |
| | US$0.01 |
| | each in |
| | the |
| | capital |
| | of |
| | Cockleshell; |
+--------------+---------------+
| Directors | the |
| | directors |
| | of BBHL; |
+--------------+---------------+
| Enlarged | the |
| BBHL | entire |
| Share | issued |
| Capital | ordinary |
| | share |
| | capital |
| | of BBHL |
| | (excluding |
| | 3,747,127 |
| | BBHL |
| | Shares |
| | held in |
| | treasury) |
| | following |
| | completion |
| | of the |
| | Merger; |
+--------------+---------------+
| Financial | the |
| Services | financial |
| Division | services |
| | businesses |
| | of BBHL |
| | operated |
| | principally |
| | through The |
| | Belize Bank |
| | Limited and |
| | Belize Bank |
| | International |
| | Limited, both |
| | located in |
| | Belize, and |
| | British |
| | Caribbean |
| | Bank Limited |
| | (formerly |
| | known as The |
| | Belize Bank |
| | (Turks and |
| | Caicos) |
| | Limited), |
| | located in |
| | the Turks and |
| | Caicos |
| | Islands; |
+--------------+---------------+
| IBCA | The |
| | International |
| | Business |
| | Companies Act |
| | 1990 of |
| | Belize (as |
| | amended); |
+--------------+---------------+
| Merger | the |
| | merger |
| | of |
| | BBHL |
| | and |
| | Cockleshell |
| | in |
| | accordance |
| | with Part |
| | VII of the |
| | IBCA; |
+--------------+---------------+
| New | up to |
| BBHL | 41,106,012 |
| Shares | new BBHL |
| | Shares to |
| | be |
| | allotted |
| | and issued |
| | to |
| | Cockleshell |
| | Shareholders |
| | pursuant to |
| | the terms of |
| | the Merger; |
| | and |
+--------------+---------------+
| Record | 6 May |
| Date | 2009. |
+--------------+---------------+
This information is provided by RNS
The company news service from the London Stock Exchange
END
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