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Berger Paints to delist shares on JSE

Karena Bennett
Business reporter

Wednesday, September 20, 2017

Local paint company, Berger Paints Ltd will delist its stocks from the Jamaica Stock Exchange (JSE) as Trinidadian conglomerate ANSA McAL seeks to acquire the remaining shares in the company.

The acquisition of the regional assets of Berger Paints concluded last month, with general manger of the Jamaica operation, Mustafa Turra, resigning his post after being appointed head of the operation in May 2013.

Now the wholly owned subsidiary of ANSA Coatings International (ACI), ANSA McAL is seeking to acquire the remaining 104,990,171 Berger Jamaica shares not in its hands.

In a director's circular published on the JSE site, ANSA McAL has offered a price of $10.88 or US$0.08485 in cash per stock unit for the outstanding shares. The offer opened at 9:00 am on September 7th, 2017, and is scheduled to close at 4:00 pm on October 9, 2017.

ANSA McAL has made clear its intention to delist the Berger Jamaica shares, since the acceptances of the offer will take the aggregate holdings of the group beyond 80 per cent.

“If ACI acquires an additional 29 per cent or more of the shares pursuant to the offer, ACI intends to procure that the shares are delisted from the JSE. In that event the shares will thereafter not be tradable across the floor of the JSE, and all transfers will be subject to the payment of transfer tax and stamp duty.”

It means that the decision to not take up the offer by ANSA McAL would remove the ability for the easy trading of the 104.9 million shares held by minority shareholders who did not to sell to the group.

“If the Berger Jamaica shares are delisted, they will become illiquid — that is to say there will be no recognised trading system in which Berger Jamaica shares may be bought or sold. In such a case, a person holding Berger Jamaica shares may still be able to sell them, but he most likely would have to find his own buyer and ACI would not be obliged to buy such shares at the current offer price except during the period when any compulsory 'squeeze out' is in process,” the director's circular read.

ACI currently holds approximately 51.01 per cent of the ordinary share capital of Berger Jamaica.

Berger Jamaica, which has publicly traded on the stock exchange since 1992, last traded stocks at $11.00 per unit. The paint company had annual sales last exceeding $2.3 billion.

Through its 100 per cent acquisition of Lewis Berger Overseas Holdings, ANSA McAL now owns 100 per cent of Berger Paints Barbados Ltd, 70 per cent of Berger Paints Trinidad Ltd and 51 per cent of Berger Paints Jamaica Ltd.