JSE-listed investment holding company ARB Holdings has confirmed it has received a firm intention offer from a private company for the acquisition of the entire issued share capital of ARB, excluding certain shares, for a cash consideration of R8 a share by way of a scheme of arrangement.
ARB, withdrawing its cautionary on January 27, said it will subsequently be delisted from the JSE.
The scheme consideration equates to a 21.92% premium to the 30-day volume weighted average price of ARB shares traded on the JSE as at December 2.
The offeror, a private company being used for the purpose of the offer and has not conducted any business since incorporation, is 50.1% owned by private investment group Masimong Group and 49.9% by investment group Sabvest Finance and Guarantee Corporation.
Masimong was founded by its chairperson Mike Teke in 2013 and is controlled by a Teke Family Trust, while Sabvest is wholly owned by JSE-listed Sabvest Capital and is controlled by a family trust of its CEO Chris Seabrooke.
The offeror will acquire all the scheme shares excluding 147.9-million of the 235-million ARB shares in issue, of which 55.54% is held by Burke Consolidated Holdings; 6.37% by The Alan Burke Trust; 0.85% treasury shares by the Alan Burke Charitable Trust; 0.04% by Deborah Gail Burke; and 0.03% each by Candice Michelle Burke; Blayne Gordon Burke; Tyron Ronald Burke; and Jason Michael Burke.
The offeror has agreed the terms of the binding shareholders agreement with Burke Consolidated, the Alan Burke Trust and the Alan Burke Charitable Trust, setting out the shareholder arrangements that will apply in respect of ARB following the implementation of the transaction, the company said in an update to shareholders.
The transaction remains subject to the fulfilment or waiver of a number of conditions by May 31, including the relevant approvals
ARB will outline further details of the scheme and delisting in a circular to shareholders to be issued on March 25.