Ansa McAl TOBC BPJL ANSA
Ansa McAl TOBC BPJL ANSA
Ansa McAl TOBC BPJL ANSA
ATTENTION.
If you are in any doubt about what action you should take with respect to this Offer or if you
are in doubt as to any aspect of this Offer, it is recommended that you seek financial advice
from a licensed securities dealer, licensed investment adviser, lawyer, accountant, bank
manager, professional accountant and/or other independent professional adviser.
This Offer has not been approved or disapproved by the Financial Services Commission or
by any securities regulatory authority nor has any securities regulatory authority passed
upon the fairness or merits of the Offer or upon the adequacy of the information contained
in this document.
issued by
This document does not constitute an offer or a solicitation to any person in any jurisdiction in which such
offer or solicitation is unlawful. The Offer is not being made to, nor will deposits be accepted from, or on
behalf of, Shareholders in any jurisdiction in which the making or acceptance of the Offer would not be in
compliance with the laws of such jurisdiction.
i
This document is important and requires your immediate attention.
This document should be read in conjunction with the accompanying Form of Acceptance and
Transfer. The Form, of Acceptance and Transfer should be dispatched as soon as possible but
in any event so as to arrive not later than 4:00 pm on 28th September, 2017 at Scotia Investments
Jamaica Limited, 7 Holborn Road Kingston 10, Saint Andrew or at any location of the Bank of
Nova Scotia Jamaica Limited or Scotia Investments Jamaica Limited listed in the Appendix.
The procedure for acceptance of the offer is set out in paragraph 13 of this Offer Circular and
in the accompanying Form of Acceptance and Transfer.
If you no longer hold any Shares in Berger Paints Jamaica Limited (“BPJL” or “the
Company”), please hand this document and the accompanying Form of Acceptance and
Transfer to the person to whom you transferred your Shares or to the securities dealer through
whom the sale was effected for onward transmission to the purchaser or transferee of your
Shares.
If you have recently purchased your Shares and wish to participate in the Offer but have
not yet received your share certificate, or depository statement issued by the Jamaica
Central Securities Depository Limited (“JCSD”) or other document(s) of title, you should
contact your stockbroker immediately and instruct them to take steps necessary to obtain
a certificate or other form of confirmation of your shareholding from the Company’s
registrar and transfer agent, PwC Corporate Services (Jamaica) Limited, Corner Duke
& Port Royal Streets, Kingston, Jamaica (Telephone: (876) 922-6230 (Ext 5031).
Neither the Financial Services Commission of Jamaica (“FSC”) nor the Jamaica Stock
Exchange (“JSE”) assumes any responsibility for the correctness of any statement made,
reports, contained, or opinions expressed in this Offer Circular.
ii
DIRECTORY
Lead Broker
Scotia Investments Jamaica Limited
7 Holborn Road,
Kingston 10
Jamaica
Tel: 1-888-429-5745 (toll free)
Tel: (878) 960-6700
Fax: (876) 968-7607
Legal Adviser
Hart Muirhead Fatta
VMBS Building
53, Knutsford Boulevard
Kingston 5
Jamaica.
Tel: (876).929-9677]
Fax: (876).929-5755
iii
IMPORTANT DATES AND TIMES
The dates and times set out below in connection with this Offer may change in accordance with
the terms and conditions of the Offer, as described in this Offer Circular.
The above timetable is indicative only and may be subject to change. Where any of the events
cannot take place on the date specified or changes are required thereto, an appropriate
announcement stipulating an alternate date shall be made by the Offeror prior thereto through
an announcement posted on the JSE’s website: www.jamstockex.com and in a daily newspaper
in circulation in Jamaica.
Please monitor the JSE’s website, the Berger Paint Jamaica Limited and the ANSA McAL
websites and the press media for any developments. Reference to times in this document are to
Jamaica time.
iv
CONTENTS
Page
1. INTRODUCTION ................................................................................................................. 1
v
TAKE OVER BID OFFER CIRCULAR (“OFFER CIRCULAR”)
Dear Sirs
1. INTRODUCTION
On July 24th, 2017 ANSA Coatings International Limited (“ACI” or “the Offeror”)
completed the acquisition of 100% of the shareholding of Lewis Berger (Overseas
Holdings) Limited (“LBOH”) from Berger International Private Limited (“BIPL”). The
acquisition is hereinafter referred to as the “LBOH Acquisition”. Contemporaneously
with the LBOH Acquisition, BIPL assigned and transferred its rights, title, interest and
property in the trademarks (the “Trademarks”) registered or in the process of
registration in Jamaica. These Trademarks are those used by Berger Paints Jamaica
Limited (“BPJL”) in relation to its paint business through an agreement referred to as a
Technology, Trademark Licence and Allied Services Agreement.
In addition, on July 28, 2017 three directors of BPJL, Mustafa Turra, the former general
manager, Tom Thomas and Manish Choksi who were nominated by Lewis Berger
(Overseas Holdings) Limited resigned from the board of BPJL, and Messrs. Ray A,
Sumairsingh, Andy Mahadeo and Aneal Maharaj were nominated by the Offeror and
have been appointed to the board of directors of BPJL.
This Offer Circular contains the terms of the Offer and is accompanied by, and should
be read in conjunction with, the Form of Acceptance and Transfer, which is enclosed
with this Offer Circular.
Capitalised terms used in this Offer Circular shall have the meanings given to them in
the definition section appended as Schedule 1.
1
2. ANSA COATINGS INTERNATIONAL LIMITED AND ANSA McAL LIMITED
The Offeror is incorporated under the laws of St. Lucia with registered number 2015-
00442 and is a wholly owned subsidiary of ANSA McAL Limited. The Offeror's
registered office is located at Meridian Place, Choc Estate, Castries in St. Lucia. The
Offeror is a special purpose entity established by ANSA McAL Limited.
ANSA McAL Limited is a company incorporated under the laws of Trinidad and
Tobago, with its registered office at 11th Floor, TATIL Building, 11 Maraval Road, Port
of Spain, Trinidad. ANSA McAL is a reporting issuer under the Trinidad and Tobago
Securities Act., 2012 ANSA McAL Limited is the ultimate parent company of the
ANSA McAL Group which is a diversified group of companies engaged in trading and
distribution, manufacturing, packaging and brewing, insurance and financial services
and media and service industries. ANSA McAL Limited and affiliated entities operate
in Trinidad and Tobago, Jamaica, Barbados, Guyana, St. Kitts and Nevis, Grenada and
the wider Caribbean Region, as well as the United States of America. Further
information about ANSA McAL Limited can be found on its website
www.ansamcal.com.
3. THE OFFER
The Offeror hereby offers to purchase any and all of the Shares, which it does not
currently own upon the terms and subject to the conditions of this Offer Circular at a
cash price of JMD$10.88 per Share or USD$0.08485 per Share, at the option of the
accepting Shareholder. The Offer Price may be adjusted in certain circumstances, as
described in “Offer Price” in this paragraph 3 of the Offer Circular.
The per Share Offer Price is JMD$10.88 or USD$0.08485 payable in cash. Therefore,
Shareholders who accept the Offer will have the option to elect to receive payment in
United States dollars in lieu of Jamaica dollars. The Offer Price will be paid net of all
fees and JSE cess, as set out in paragraph 13 of this Offer Circular. If the Offer is
accepted by all remaining shareholders of BPJL the maximum amount payable to those
shareholders would be approximately JMD$1,142,293,060.48.
The Offer Price represents what ANSA McAL Limited and the Offeror have
determined is a fair price for the shares of BPJL indirectly acquired in the LBOH
Acquisition based on the following:
The transaction by which the holding company LBOH was acquired took place
between a willing and able seller and buyer, both active and knowledgeable
coatings market participants, acting at arm’s length in an open and unrestricted
market, when neither was under compulsion to buy or sell and when both had
reasonable knowledge of the facts germane to the industry.
LBOH is the majority shareholder in each of the three Berger businesses in the
Caribbean as follows: 100% stake in Berger Paints Barbados Limited, 70%
majority stake in Berger Paints Trinidad Limited and 51.01% stake in Berger Paints
Jamaica Limited. The seller in the LBOH Acquisition would have received some
control premium.
The immediate and long-term outlook for raw material input prices which for
Caribbean-domiciled coatings businesses are predominantly imported.
2
Little to no operating synergies for the Offeror in the Jamaica coatings market are
available as the Offeror held no significant share of the Jamaican market at the time
of the transaction.
The immediate and long-term growth outlook for the Jamaica coatings market,
given that Berger Paints Jamaica Limited’s sales mix is predominantly domestic
(90% local 10% export). This is supported by Bank of Jamaica (BoJ) Q1 2017
data, which estimated real economic growth of approximately 1% and construction
industry growth between 0.5% and 1.5%.
The Offer Price is consistent with the offer price ascribed to the 109,332,222 BPJL
ordinary shares indirectly acquired as a result of the LBOH Acquisition.
The Offer shall open on and from the 7th September, 2017 and shall, expire at 4:00
pm on 28th September, 2017 ("Initial Closing Date").
The Offer may be extended from time to time, by the Offeror by any permissible
means, including by publication in a newspaper in general daily circulation. The
closing date, as may be extended from time to time, will be treated as the “Final
Closing Date”. Please note that there can be no certainty that the Offer will be extended
beyond the Initial Closing Date. If the Offer is not extended, the Initial Closing Date
shall be the Final Closing Date.
The Offer shall not be capable of acceptance after the Initial Closing Date unless the
Offeror has given at least 10 days’ notice in writing to the Shareholders that the Offer
shall remain open for acceptance beyond the Initial Closing Date which in any event
may not exceed 35 days as of the Opening Date of the Offer.
The Offeror will request from the JSE its approval for the transfer of the Shares for
which Forms of Acceptance and Transfer have been received to be effected by way of
un-interrupted put-through (or block transaction) across the floor of the JSE.
There are no conditions attached to the acceptance of this Offer by the shareholders of
BPJL other than the requirements relating to the procedure of accepting this Offer
which are outlined in paragraph 13, and more particularly set out in the Form of
Acceptance and Transfer. Paragraph 10 outlines the effect of accepting the Offer. The
Offer is not conditional on a minimum number of Shares being received for the
acceptance as such Regulation 16(1)(d) of the Securities (Take-Overs and Mergers)
Regulations, 1999 does not apply.
The Offer Price for any Shares purchased in the Offer shall be paid within fourteen (14)
days after the Initial Closing Date or Final Closing Date, as applicable, provided, in
each case, that:
(i) the holder of the applicable Shares shall have provided to ACI a valid Form of
Acceptance and Transfer and other documents as provided in paragraph 13 of
this Offer Circular; and
(ii) the applicable Shares shall actually have been transferred to ACI.
3
The Offer Price for any Shares purchased in the Offer shall be paid either in JMD$ or
USD$ by wire transfer or by banker’s cheque/draft drawn on a local bank. Shareholders
who wish to have their payments sent by wire transfer will be responsible for all
associated bank charges. ACI has appointed PwC Corporate Services (Jamaica)
Limited as Registrar, Transfer and Paying Agent to facilitate payment of the Offer Price
to Shareholders who have accepted the Offer and whose Shares have been purchased
by ACI.
Upon notice to the Board of Directors of BPJL, ACI reserves the right to amend the
Offer or to amend or waive any of the terms thereof at any time, subject to compliance
with the Jamaica Takeover Code.
All Shares will be acquired free and clear of all liens, charges, encumbrances and
equitable interests and with all rights attached thereto (including the right to receive
any dividends and/or other distributions made or declared after the Initial Closing Date
or Final Closing Date, as applicable, of this Offer Circular). Each Shareholder who
wishes to accept the Offer must deliver the applicable Shares free and clear of all liens,
charges, encumbrances and equitable interests and with all rights attached thereto.
This Offer Circular will be delivered to all Shareholders by post and will be uploaded
on the website of the JSE at www.jamstockex.com. In spite of our best efforts it is
possible that there could be delays in the postal service in delivering this Offer Circular.
This Offer is not, and shall not be deemed to be, effective in, and shall be deemed
not to be an offer in, any jurisdiction where the making of the Offer would be
illegal (each, a “Restricted Jurisdiction”). Please refer to Schedule 2 for further
information regarding Restricted Jurisdictions. Shares deposited by, or on behalf of,
residents of any Restricted Jurisdiction will be rejected.
Each Shareholder who wishes to accept the Offer must certify in his Form of
Acceptance and Transfer his agreement with the representations and undertakings in
paragraph 13 of this Offer Circular and with all other terms and conditions of the Offer
included in this Offer Circular.
From its own resources the Offeror and its parent ANSA McAL have the financial
resources and ability to carry out the Offer, that is, to pay the Purchase Price payable
to each Shareholder of BPJL who accepts the Offer in accordance with the terms of this
Offer. The maximum number of Shares which may be tendered and accepted by all
remaining BPJL shareholders is 104,990,171 Shares, in which event the maximum
amount payable to those Shareholders would be approximately
JMD$1,142,293,060.48.
As at 30th June, 2017, the Offeror held approximately USD$8.6 million (JMD$1,103.3
million) in cash and cash equivalents and ANSA McAL Group reported approximately
USD$245.4 million (JMD$31,564.1 million) in cash and cash equivalents.
Accordingly, ANSA McAL Group has available after the acquisition of LBOH, which
closed on July 24, 2017, sufficient cash funds to allow ACI to purchase all of the Shares
with respect to which the Offer is accepted and which are purchased as described in
4
this Offer Circular. Attached as Schedule 3 is a copy of a letter of commitment from
the Offeror and ANSA McAL to fund the Purchase Price from their own financial
resources.
Except as set out above, neither ANSA McAL, nor ACI or any of its directors or
officers, or any person or company beneficially owns, directly or indirectly owns any
ordinary Shares in the share capital of BPJL.
BPJL shares are listed on the JSE. In the twelve-month period preceding the Offer, the
Shares traded between a minimum of JMD$4.77 and a maximum of JMD$23.90. The
weighted average price over the period was JMD$14.14. Therefore, the Offer Price
represents a:
The following (A) chart and (B) table presents a summary of the price range and volume
trading of the Shares on the JSE in the 12 months preceding the Offer:
5
A. Berger Paints Jamaica Historical Share Price and Trading Volume for the 12-month period ended 11 August 2017
Share Trading
Price Volume
$30.00 700
Trading averages prior to Offer
Prices in JMD$
17 May
2017
Period Prior to Offer
Share
12 mo 6 mo price up 600
$25.00
High $23.90 $23.90 to 52-w k
(1) 17 Jan 2017 high 16 Jun 2017
VWAP $10.33 $14.72
ANSA visits Acquisition
Low $4.77 $10.99
Berger announced 500
Notes: Jamaica
$20.00 betw een
(1) VWAP = Volume-w eighted average share price.
ANSA and
Berger
10 Aug 2016 400
21 Sep 2016 20 Jan 2017
Releases Q1 8 Nov 2016
$15.00 Share price Releases Q3
results Releases Q2
retreats to results
ending 30 results
Jun 2016 52-w k low 22 Apr 2017 300
ending 30
Declares
Sep 2016 24 Jul 2017
JMD$0.50
$10.00 div for fiscal Deal closes
year 31 Mar 200
2017
$5.00
100
– 0
08/11/16 10/11/16 12/11/16 02/11/17 04/11/17 06/11/17 08/11/17
6
B. Trading Volumes and Average Share Price for 12 monthly periods prior to Offer
Contemporaneously with the LBOH Acquisition, BIPL assigned and transferred its
rights, title, interest and property in the trademarks (the “Trademarks”) registered or in
the process of registration in Jamaica and used by BPJL in relation to its paint business
through an agreement referred to as a Technology, Trademark Licence and Allied
Services Agreement between LBOH and BPJL. As a consequence of the assignment,
the Technology, Trademark Licence and Allied Services Agreement was terminated
with effect from July 24, 2017.
Accordingly, ACI and BPJL are in discussions to formalise a new agreement for the
continuation of the use of the Trademarks until December 31, 2017 when the terms and
conditions will be reviewed. The new agreement shall contain the same terms and
conditions as the prior Technology, Trademark Licence and Allied Services Agreement
between LBOH and BPJL.
There shall be no material changes in the operations of BPJL resulting from the
termination of the agreement with LBOH and the entering into this new arrangement
with ACI in relation to the Trademarks.
ACI is not aware of any material change in the financial position or prospects of BPJL
since the date of its last published Audited Financial Statements as at March 31, 2017
and its Unaudited Financial Statements as at June 30, 2017.
7
9. ACI’s INTENTIONS WITH RESPECT TO BPJL
The indirect acquisition of the 51.01% stake in BPJL created access to a new, attractive
and important market for ANSA McAL. The ANSA McAL Group’s 55-year
involvement in the Caribbean paint business made it a natural fit to understand the
Berger brand. The ANSA McAL Group believes in the long-term growth potential of
the Jamaican coatings market and stands prepared to provide the capital to deepen
Berger’s presence.
Dividends
ACI may or may not alter BPJL’s current dividend policy after the Final Closing Date.
Delisting
The Rules of the JSE provide for the delisting of any company if, among other things,
more than 80% of the shares of a company are held by one shareholder. ACI currently
indirectly owns approximately 51.01% of the Shares. If, ACI acquires an additional
29% 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
Right of Acquisition
If ACI acquires ownership of at least 90% of the Shares to which the Offer relates, it
reserves the right to invoke the provisions of section 209 of the Companies Act,
Jamaica to acquire Shares of holders who have not accepted the Offer, as well as of
those who expressly dissented to the Offer, or, failed to respond to the Offer.
8
11. DIRECTORS' EMOLUMENTS
ACI plans no variation in the total emoluments receivable by the directors of BPJL as
a result of the Offer. No director or officer of the Company will receive any bonus or
other compensation as a result of the outcome of this mandatory Offer.
There are no special arrangements between the Offeror or ANSA McAL or any parties
acting in concert with either and any of the directors or officers, immediate past
directors/officers or shareholders of BPJL.
Method of Acceptance
Shareholders may accept the Offer by delivering the following document to the Lead
Broker, 7 Holborn Road Kingston 10 or at any location of the Bank of Nova Scotia
Jamaica Limited or Scotia Investments Jamaica Limited listed in the Appendix:
(ii) applicable share certificates, or in the case of Shares deposited with the JCSD,
a copy of the Shareholder's statement or other written confirmation of deposit
of the applicable Shares in the JCSD.
A Shareholder who wishes to accept the Offer but cannot find the relevant share
certificates should contact the Broker, at the address indicated in the Directory at the
front of this Offer Circular, for a form of indemnity letter to be duly signed and returned
to the Broker together with the Form of Acceptance and Transfer appropriately
completed and executed.
Forms of Acceptance and Transfer and required documents must be delivered to the
Broker at 7 Holborn Road Kingston 10 or to any of the locations listed in the Appendix
on or before the Initial Closing Date (September 28, 2017) or, if the Offer is extended,
the Final Closing Date. Where the Shares tendered by the Shareholder in acceptance of
the Offer is not accepted by the Offeror, all documents will be returned to the
Shareholder at the risk of such Shareholder within fourteen (14) days after the Initial
Closing Date or the Final Closing Date, whichever is applicable.
All documents and payments sent by or to a Shareholder shall be at the risk of such
Shareholder.
Each Shareholder accepting the Offer must bear and pay his own costs in connection
with the Offer, including bank charges for wire transfers, JSE cess and JCSD fees and
the Offeror shall bear and pay its own costs. If applicable, the Offeror is authorised to
and may deduct such costs and fees payable by Shareholders from any payment of the
Offer Price or other amounts to the Shareholders. All other expenses, if any, including
any taxes and all other amounts as ACI is required to deduct and withhold with respect
9
to the making of such payments under applicable law, shall be borne by the Shareholder
and may be deducted from any payment of the Offer Price or other amounts.
The Offeror shall have the right in its sole discretion to reject any acceptances it
determines may be unlawful under the laws of any jurisdiction. Neither the Offeror nor
any person acting on its behalf shall be required to notify any Shareholder of any
deficiencies in any of the documents required to be delivered. The Offeror has the right
in its sole discretion to waive (or not to waive) any such deficiencies without notice to
or consent of any person, subject to applicable law. Any determination by the Offeror
with respect to the terms and conditions of the Offer shall be final and binding on all
parties
Each Form of Acceptance and Transfer must be in the form attached hereto, with no
deletions or substitutions. By executing and delivering a Form of Acceptance and
Transfer, an accepting Shareholder irrevocably undertakes, represents, warrants to and
agrees with the Offeror the following terms and conditions, namely:
(i) that the execution of the Form of Acceptance and Transfer constitutes a binding
and irrevocable acceptance of the Offer and the proper legal form and instrument
of transfer in respect of the number of Shares stated therein, subject to the terms
and conditions set forth in this Offer Circular and the Form of Acceptance and
Transfer;
(ii) that the Shareholder will cause the Shares in respect of which the Offer is
accepted to be transferred to the Offeror together with all rights attaching thereto
but free from all liens, charges, encumbrances and equitable interests;
(iii) that the execution of the Form of Acceptance and Transfer constitutes an
irrevocable authority and request to BPJL to procure the registration in the
Offeror’s name or in the name of the Offeror’s nominee, as owner of the relevant
Shares, or if applicable to such Shareholder's securities dealer (or a securities
dealer appointed by the Offeror) or other appropriate person to transfer or
procure the transfer of the relevant Shares from such Shareholder's account in
the JCSD to the Offeror’s account or sub-account or the Offeror’s nominee’s
account or sub-account (as the case may be) and further constitutes the
irrevocable authority to the secretary of BPJL or any of its directors or the
Offeror’s authorised agents as such Shareholder's attorney to complete all or any
form(s) of transfer and/or other documents and to do all such acts and things in
such Shareholder's name and on such Shareholder's behalf to procure the transfer
and registration of such Shares into the Offeror’s name or into the name of the
Offeror’s nominee, and the Shareholder agrees to ratify all such acts and things;
(iv) that the Shareholder will execute any necessary instruments and do all such acts
and things as shall be necessary or expedient to vest in the Offeror or the
Offeror’s nominee the Shares in respect of which the Shareholder's acceptance
relates;
(v) to sell the number of Shares specified or deemed to be sold in the accompanying
Form of Acceptance and Transfer on the terms of and subject to the conditions
set out in this Offer Circular;
(vi) to accept the applicable Offer Price per Share, subject to applicable withholdings
and deductions as provided herein, as payment in full for the Shares tendered;
10
Shareholder, that person has due authority to do so, and is providing with the
Form of Acceptance and Transfer a copy of any appropriately executed, stamped
and recorded power of attorney;
(viii) that the Offer is made solely on the basis of the information and statements made
and subject to the terms and conditions set out in this Offer Circular and upon
the accompanying Form of Acceptance and Transfer;
(ix) that the Offeror may send, at the Shareholder's risk, all correspondence and
accompanying documents to the address given on the Form of Acceptance and
Transfer for mail delivery or, in the Offeror’s sole discretion, to the address of
the Shareholder as shown in the Register of Members of BPJL;
(x) that any cheque/banker’s draft, share certificate, or other document which is
posted in accordance with the provisions hereof shall be deemed to have been
paid or delivered to the Shareholder on the date of posting;
(xi) from the date on which the Form of Acceptance and Transfer is delivered to the
Lead Broker or any other person on the Offeror’s behalf, not to vote any of the
Shares in respect of which the Offer is accepted or any other securities, rights,
warrants or other interests issued, transferred or distributed on or in respect of
such Shares on or after the date of this Offer Circular (such securities, rights,
warrants and other interests being “Other Securities”) at any meeting (whether
annual, extraordinary or otherwise) of Shareholders or Other Securities, and not
to exercise any or all of the other rights or privileges attached to all instruments
of proxy, authorisations or consents in respect of any or all of the Shares or Other
Securities; and to designate in any such instruments of proxy the person or
persons specified by the Offeror as the proxy of such Shareholder; upon such
appointment, all prior proxies given by such Shareholder with respect thereto
shall be revoked and no subsequent proxies may be given by such person with
respect thereto;
(xii) that all questions as to the validity, form, eligibility (including timely receipt)
and acceptance of any shares deposited pursuant to this Offer will be determined
by the Offeror in its sole discretion, and such Shareholder agrees that such
determination shall be final and binding; the Offeror reserves the absolute right
to reject any and all acceptances that the Offeror may determine not to be in
proper form or that, in the opinion of counsel, may be unlawful to accept under
the laws of any jurisdiction, and the absolute right to waive any defect or
irregularity in the deposit of any Shares or Forms of Acceptance and Transfer;
there shall be no obligation on the Offeror or any other party to give notice of
any defects or irregularities in any deposit and no liability shall be incurred by
the Offeror or any other party for failure to give any such notice; and
(xiii) that the Offeror’s interpretation of the terms and conditions of the Offer and this
Offer Circular will be final and binding.
Withdrawals
Shares deposited pursuant to the Offer may be unilaterally withdrawn at any time until
the expiration of seven (7) days from the opening of the Offer and thereafter may not
be withdrawn.
11
14 MISCELLANEOUS
This Offer Circular, together with the accompanying Form of Acceptance and Transfer,
constitutes the entire Offer made by the Offeror.
Each Shareholder, by accepting the Offer, acknowledges that there has been no
inducement to accept the Offer by any representation or promise made by the Offeror,
the Lead Broker or any other person acting on its behalf, other than contained in or
referred to in this Offer Circular.
No person has been authorised to give any information or make any representation on
our behalf not contained in this Offer Circular and, if given or made, that information
or representation must not be relied upon as having been authorised. Neither delivery
of this Offer Circular nor any purchase of Shares pursuant to the Offer will, under any
circumstances, create any implication that there has been no change in the affairs of
ACI or any of its affiliates since the date as of which information is furnished or the
date of this Offer Circular.
This Offer Circular includes certain forward looking statements; these statements are
not historical facts and may include statements about current or anticipated outcomes,
beliefs and expectations that may never occur. You should be aware that the potential
outcomes of the Offer and other transactions and other matters referred to in this Offer
Circular are subject to a number of risk factors that may result in materially different
outcomes than those contemplated or described in this Offer Circular, including, but
not limited to, that the Offer may not be completed in a timely manner, if at all, and
that other circumstances may change. The Offeror is not obliged to, and disclaims any
intent to, update these forward-looking statements.
All statements made in this Offer Circular are made as of the date of this Offer Circular,
unless otherwise stated. The Offeror will not, and it disclaims any intent to, update any
such statements, except as required by applicable law.
This Offer Circular and all contracts resulting from acceptance of the Offer shall be
governed by and construed in accordance with the laws of Jamaica.
12
APPROVAL AND CERTIFICATE OF ANSA COATINGS INTERNATIONAL
LIMITED.
The contents of this Offer Circular have been approved and the sending, communication or
delivery thereof to the Shareholders has been authorised by the Board of Directors of ANSA
Coatings International Limited. To the knowledge of the directors and officers of the Offeror,
the foregoing contains no untrue statement of a material fact and does not omit to state a
material fact that is required to be stated or that is necessary to make a statement not misleading
in the light of the circumstances in which it was made.
13
SCHEDULE 1.
DEFINITIONS
In this Offer and Take-Over Bid Circular, unless the context otherwise requires or unless
defined elsewhere herein, the following terms have the meanings indicated:
“ANSA McAL Group” means ANSA McAL Limited and its subsidiaries and affiliates
“Business Day” means any day other than a Saturday, Sunday or a statutory or
civic holiday observed in Jamaica;
“Final Closing Date” has the meaning ascribed to it paragraph 3 of this Offer
Circular;
“Form of Acceptance and has the meaning set out in the preamble of the Offer;
Transfer
“Initial Closing Date” has the meaning given to it in paragraph 3 of this Offer
Circular.
“Jamaica Takeover Code” means the Securities (Take-Overs and Mergers) Regulations
1999 of Jamaica, and the Jamaica Stock Exchange Take-overs
and Mergers) Rules, as amended.
14
governmental entity and the term “applicable” with respect to
such Laws and in a context that refers to one or more parties,
means such Laws as are applicable to such party or its
business, undertaking, property or securities and emanate
from a Person having jurisdiction over the party or parties or
its or their business, undertaking, property or securities;
“Offer Circular” means, collectively, this Offer and Take-Over Bid Circular,
“Shares” means the issued and outstanding ordinary shares of BPJL and
which are in issue on the date of this Offer Circular and any
such further shares which are unconditionally allotted or issued
while the Offer remains open for acceptance.
15
SCHEDULE 2.
RESTRICTED JURISDICTIONS
1. The Offer is not, and shall not be deemed to be, effective in, and shall be deemed
not to be an offer in, any jurisdiction where the making of the Offer would be
illegal (each, a “Restricted Jurisdiction”). Shares deposited by, or on behalf of,
residents of any Restricted Jurisdiction will be rejected.
2. The making of the Offer in, or to persons resident in or citizens of, jurisdictions outside
Jamaica, or to persons who are custodians, nominees or trustees for residents of
jurisdictions outside Jamaica, may be affected by the laws of the relevant jurisdictions.
Shareholders not resident in Jamaica should inform themselves about and observe any
applicable legal requirements. It is the responsibility of any person outside Jamaica
wishing to accept the Offer to satisfy himself as to the full observance of the laws of
the relevant jurisdictions in connection therewith, including the obtaining of any
governmental or other consents which may be required, the compliance with necessary
formalities and the payment of any issue, transfer or other taxes due in such
jurisdictions.
3. If any person forwards the Offer Circular, the Form of Acceptance and Transfer or any
related document in, into or from any of the Restricted Jurisdictions or uses the mail
service or any means or instrumentality (including, without limitation, facsimile
transmission, telex, telephone or electronic mail) of interstate or foreign commerce of,
or any facilities of a national securities exchange of any of the Restricted Jurisdictions
in connection with such forwarding, such person should: (i) forthwith inform the
recipient of such fact; (ii) explain to the recipient that such action may invalidate any
purported acceptance by the recipient; and (iii) draw the attention of the recipient to
this Schedule 2.
4. A Shareholder may be deemed NOT to have properly and validly accepted the Offer
if:
(i) such Shareholder's address on the Form of Acceptance and Transfer is an address
in any Restricted Jurisdiction; or
(ii) the Form of Acceptance and Transfer received from such Shareholder is received
in an envelope postmarked in, or which otherwise appears to the Offeror or its
agents to have been sent from, any Restricted Jurisdiction.
16
(c) in connection with the Offer, there has been no use, directly or indirectly by or on
behalf of such Shareholder, of the mail service, or other means or instrumentality
(including, without limitation, facsimile transmission, telex, telephone or
electronic mail or any electronic publication or advertisement) of foreign or
interstate commerce, or any facility of a national securities exchange of any
Restricted Jurisdiction;
(d) such Shareholder was not in any Restricted Jurisdiction when the Form of
Acceptance and Transfer was sent and at the time of accepting the Offer in respect
of the Shares to which such form relates;
(e) in respect of the Shares to which the Form of Acceptance and Transfer relates,
such Shareholder is not an agent or fiduciary acting for a principal, unless such
agent or fiduciary is an authorised employee of such principal or such principal
has given instructions with respect to the Offer from outside any Restricted
Jurisdiction;
(g) such Shareholder will indemnify and keep the Offeror) and its affiliates, directors
and representatives fully indemnified in respect of the consequences of any breach
of any of the undertakings, agreements, representations and warranties set out
above.
17
SCHEDULE 3.
18
19
FORM OF ACCEPTANCE AND TRANSFER
For use by Shareholders of Berger Paints Jamaica Limited (“BPJL”) who wish to accept the
offer (“the Offer”) made by ANSA Coatings International Limited (“ACI”) to purchase their
ordinary shares in BPJL
If you are in doubt as to the action you should take, you are advised to consult a licensed
securities dealer, licensed financial adviser, accountant, bank manager, professional
accountant lawyer or other independent professional adviser
The Offer is not, and shall not be deemed to be, an offer in any jurisdiction where the
making of the Offer would be illegal.
If you have sold your Shares, please send this Form of Acceptance and Transfer along with the
Offer Circular to the purchaser or to the securities dealer or other agent through whom the sale
was effected, for onward transmission to the purchaser.
SHARE ACCOUNT #:
SHARE Certificate Number(s):
ADDRESS OF SHAREHOLDER:
TELEPHONE NUMBER:
EMAIL:
20
TO: ANSA Coatings International Limited
1. I/we, being the registered holder(s) of the number of ordinary shares in the capital of
Berger Paints Jamaica Limited specified above (herein “the Shares”) in the currency
elected, which I/we confirm are not subject to any lien, charge, encumbrance or
equitable interest and shall be transferred with all rights attaching thereto, hereby
irrevocably accept the Offer made by you to acquire such Shares upon the terms and
subject to the conditions set out in the Offer Circular, including without limitation the
representations, warranties and agreements made by me/us as provided in paragraph 13
of the Offer Circular. I/we have received a copy of and have read, and have had the
opportunity to discuss with my/our qualified personal advisers, the Offer Circular, and
agree to all terms and conditions stated therein.
Box 2
hold my/our cheque/banker’s draft for collection at the office of Scotia
Investments Jamaica Limited, 7, Holborn Rd Kingston 10, Jamaica
Box 3
pay the purchase consideration by wire transfer to the following bank
account of the first above-named Shareholder:
Savings/Chequing: _________________________
21
5. In the event that the Form of Acceptance and Transfer is, in the opinion of the
Offeror, not validly completed by me/us or the transfer of the Shares cannot be
completed for any reason whatsoever, I/we authorise the return of my/our said
certificate(s) or other document(s) of title and this form by post at my/our risk to
me/us to the address provided below for first above-named Shareholder within
fourteen (14) days after the Initial Closing Date or the Final Closing Date,
whichever is later.
6. By accepting the Offer, I/we agree to and shall be deemed to make/give the
undertakings, agreements, representations, warranties and authorisations set out in
paragraph 13 of the Offer Circular and paragraph 5 of Schedule 2 of the Offer
Circular, which are hereby deemed to be incorporated in this Form of Acceptance
and Transfer.
SIGNED BY SHAREHOLDER:
_________________________________
Witness:__________________________
SIGNED BY SHAREHOLDER:
________________________________
Witness : ________________________
SIGNED BY SHAREHOLDER:
_______________________________
Witness : _______________________
SIGNED BY SHAREHOLDER:
______________________________
Witness : ______________________
22
FURTHER NOTES REGARDING THE COMPLETION AND LODGING OF THE
FORM OF ACCEPTANCE AND TRANSFER
In order to avoid delay and inconveniences, the following points may assist you.
23
APPENDIX
24
NOTES