Carbacid Investments PLC’s (CIL) shareholders have today approved the acquisition of up to 100% of the shareholding of BOC Kenya Plc (BOC) pursuant to the offer that was announced in November 2020.
The proposal was voted upon and approved at CIL’s 49th annual general meeting of the shareholders (AGM).
On 25th November 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% of the shares of BOC, being 19,525,446 ordinary shares with a par value of KSh 5.00 for a cash consideration of KSh 63.50 per share (Offer).
The proposed acquisition, valued at just over Ksh 1.2 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%) 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.
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% 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 KShs. 0.70 per ordinary share making a total dividend payout of KShs 178 million in respect of the financial year ended 31 July 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 KShs 0.70 will be paid on or before 5 February 2021 to shareholders on the register of CIL as at close of business on 9 January 2021.
The AGM was held virtually due to the restrictions on public gatherings issued by the Government of Kenya to limit the spread of COVID-19.
Shareholders were able to electronically register, access information pertaining to the 2020 Integrated Annual Report, vote, ask questions and seek clarifications.
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.