adminGolden Sibanda Senior Business
ALTERNATIVE Investment Market-listed Cambria Africa Plc has withdrawn its offer to Celsys Limited minority shareholders in what also effectively puts off its plans to list on the Zimbabwe Stock Exchange.ZSE announced in its financial statements for the half-year to February 2013 that its parent company, Cambria Africa Plc, had made the decision to withdraw the offer to minorities citing two major issues.
Celsys said the two issues relate to the volatility in Cambria Africa’s share price, which has lost 50 percent of its value since the offer was made while the condition precedent to the transaction had not been fulfilled.
Had the transaction sailed through as planned, the London Stock Exchange AIM-listed firm would have increased its shareholding in Celsys to 100 percent and replaced its listing on the ZSE with that of Cambria.
Celsys shares were suspended from trading on the ZSE in August 2013 pending the planned listing of the investment conglomerate on the ZSE.
“Given all the circumstances surrounding the offer, the boards of both Cambria and Celsys consider it in the interest of Celsys that it is able to move forward as an independent company under new management and shareholders.
Against this background, Cambria has communicated to Celsys its decision to withdraw the offer to minorities.”
It means Cambria will maintain its 60 percent controlling shareholding in Celsys, one of its Zimbabwe operations that make up Cambria Africa Plc.
Cambria had made the offer to acquire all the outstanding ordinary shares held by minority shareholders of Celsys on the basis of the volume of the average weighted price for newly issued Cambria shares or cash.
This was done using a scheme of arrangement, in terms of Section 191 of the Companies Act, sanctioned by the High Court with conditions precedent.
Meanwhile, Celsys said discussions with a local investment group led by Mr Lovemore Chihota regarding the offer for the acquisition of all the assets of its Blueberry International subsidiary had since been completed.
Blueberry International holds numerous entities in various jurisdictions, which includes Cambria’s 60 percent shareholding in Celsys.
The Celsys board said that it was convinced the new controlling shareholder had technical and financial muscle to bring Celsys to profitability.
Cambria owns 61 percent of Celsys, which specialises in security printing and provision of information technology and telecommunications.
Cambria also owns 100 percent of Millpal, 51 percent of pharmaceutical distributor Panafmed and 51 percent of mobile software producer ForgetMeNot.
Cambria, previously LonZim, held a 79 percent shareholding in beachfront-located Adeamento Turistico de Macuti Hotel in Mozambique and planned to invest the proceeds of that sale in Zimbabwe.
In addition, the ZSE-listed firm owns 100 percent of electronic transfer solutions Paynet and the exquisite Leopard Rock Hotel in the Eastern Highlands.
Online Reporter