(Business in Cameroon) - Brasseries et glacières Internationales (BGI), the largest shareholder of brewery group Société Anonyme des Brasseries du Cameroun (SABC), wants to buy back its shares on the Euronext Paris, the French financial market. To this end, BGI has just filed a draft Public Takeover Bid with the French financial market authority.
Indeed, French regulations on financial transactions allow the majority shareholder of a listed company to make a public takeover bid on the securities it does not hold if the total value of transactions on its securities during the 12 months preceding the proposed takeover bid is less than 0.5% of the market capitalization. In the case of SABC, this ratio is 0.13%.
The purpose of this buyback operation is to delist SABC's shares from Euronext Paris. “Very few transactions in SABC shares take place on the regulated market of Euronext in Paris, and it has been that way for several years. Maintaining the listing of SABC’s shares is therefore no longer considered as an element likely to ensure better financing conditions but, on the contrary, constitutes a source of additional costs,” the draft information note to which the Ecofin Agency has had access to indicates.
Dematerialization
This is not the only reason, however. The 2014 law on the dematerialization of securities in Cameroon now requires all shares issued by any Cameroonian company to be registered in a security account opened in the name of their owner and held either by the issuing company or by a custodian account holder duly approved by the Central African Financial Market Supervisory Commission (COSUMAF). It also imposes the centralization of these shares with the approved central depository. That central depository was formerly the Caisse Autonome d'Amortissement (CAA), but now, it is entrusted to the Bank of Central African States (BEAC).
“The said rules appear to be difficult to reconcile with the continued trading of SABC shares on the regulated market of Euronext in Paris,” BGI explains in the draft information note. The share capital of SABC amounts to XAF57.36 billion. It is divided into 5,736,363 ordinary shares of XAF10,000 nominal value each and 73.6% of this capital belongs to BGI.
The majority shareholder’s offer has already obtained the agreement of Heineken. The second-largest brewery group in the world is prepared to sell its 8.75% shares during the takeover bid and exit the capital of SABC. The big unknown here is the reaction of other minority stakeholders.
It is proposed for those of them who wish to do so, that their shares be bought back for €128.5 each. This certified price is at least 41% higher than the overall value prospects of these shares. However, for those who wish to keep their shares, they will be transferred to an appropriate account in Cameroon. This last option is the one preferred by SABC which wants to keep its minority shareholders.
Idriss Linge