•On November 25 ,2020, CIL and Aksaya Investment LLP as Co-Offerors notified BOC of their intention to acquire up to 100 per cent of the shares of BOC.
•This being 19,525,446 ordinary shares with a par value of Sh5.00 for a cash consideration of Sh63.50 per share (Offer).
Carbacid Investments PLC’s (CIL) shareholders on Friday approved the acquisition of up to 100 per cent of the shareholding of BOC Kenya Plc (BOC).
The proposal was voted upon and approved at CIL’s 49th annual general meeting of the shareholders (AGM), bringing to a near closure of the deal first announced last year.
On November 25 ,2020, CIL and Aksaya Investment LLP as Co-Offerors notified BOC of their intention to make a joint takeover offer to acquire up to 100 per cent of the shares of BOC, being 19,525,446 ordinary shares with a par value of Sh5.00 for a cash consideration of Sh63.50 per share (Offer).
This acquisition will position us to become a leading regional supplier of choice for industrial, medical and special gases and related equipment and servicesCarbacid Investments Chairman Amb. Dennis Awori
The proposed acquisition, valued at just over Sh1.2 billion, is subject to regulatory approvals and is part of CIL’s diversification and growth plan.
With a shareholder base of more than 3000 investors, delegates attending the AGM overwhelmingly voted (90.3 per cent ) in favour of the proposed acquisition.
The shareholders asked various questions about the Offer made to acquire the shares of BOC and the rationale for the acquisition.
The Chairman outlined the commercial rationale for making the offer and advantages to CIL of expanding its business portfolio through the proposed acquisition, noting the fact that BOC and CIL have distinctly different business lines and customer bases.
As they ratified the Offer, shareholders tasked the Board of Directors of CIL to all use reasonable efforts to complete the acquisition as soon as is possible.
“This acquisition is part of our diversification strategy and the combination of BOC’s product portfolio and services with our business is an excellent match that will position us to become a leading regional supplier of choice for industrial, medical and special gases and related equipment and services,” CIL Chairman Amb. Dennis Awori said during the AGM.
While BOC produces and supplies industrial, medical and special gases, CIL’s main operating subsidiary Carbacid (CO2) Limited is the region’s leading producer of natural food-grade carbon dioxide extracted from natural underground reservoirs in Kenya.
The two businesses will complement each other to provide a full range of gases and services in the region, CIL management notes.
The Co-Offerors have already secured an irrevocable undertaking from BOC’s single largest shareholder, United Kingdom based BOC Holdings, (which holds 12,765,582 ordinary shares in BOC, constituting 65.38 per cent of the issued and fully paid-up share capital of BOC) to sell the BOC Holdings shares to the Co-Offerors.
During the AGM, CIL’s shareholders also approved the recommendation by the Board of Directors of a final dividend of Sh0.70 per ordinary share making a total dividend payout of Sh178 million.
This is in respect of the financial year ended July 31, 2020.
The shareholders noted CIL’s strong performance underpinned by robust risk management, effective compliance and sound governance framework amidst a tough environment occasioned by the Covid-19 pandemic.
The final dividend of Sh0.70 will be paid on or before February 5, 2021 to shareholders on the register of CIL as at close of business on January 9, 2021.
The AGM was held virtually due to the restrictions on public gatherings issued by the government, to limit the spread of Covid-19.
The CIL Board of Directors assured shareholders that the company’s future outlook remains very positive, driven by strong investor confidence and the proposed acquisition of BOC.