BRIDGETOWN, Barbados, Thursday October 22, 2015 – ANSA McAl, the Trinidad-based regional group which earlier this week entered the bidding for control of Banks Holdings Ltd. (BHL), has bought BWPL Holdings Ltd., the second largest shareholder in BHL.
In its offer document, ANSA McAl disclosed that on Friday, October 16, 2015 it acquired BWPL Holdings, “which is the owner of 8,446,546 Common Shares representing approximately 13% of the issued and outstanding share capital of BHL,” and also owns nearly 15,000 shares – or another 0.02% – through its wholly-owned subsidiary ANSA McAl (Barbados) Ltd.
ANSA McAl, which is making the offer through A.M Caribbean Development Ventures Ltd., a subsidiary set up solely for the purpose of acquiring the BHL shares, did not say how much it paid for BWPL Holdings.
The disclosure explains the abrupt resignation of Dominic Hadeed from the BHL board of directors a few days ago. Mr. Hadeed started Blue Waters Products Ltd., his first company, in 1999 at the age of 24 as a small bottled water manufacturing and distribution company in Trinidad, with a dozen employees. Over the years he built his company into the market leader in the bottled water and energy drink categories in T&T’s non-alcohol beverage market. BWPL acquired its BHL stake in 2005 using the St. Lucia-incorporated BWPL Holdings Ltd. for the purpose.
The deal between ANSA McAl and BWPL Holdings appears to have been concluded at the eleventh hour. In the circular issued by the BHL directors on the SLU Beverages offer, which was dated October 16, 2015, it is stated that “As of the date of this Circular, and to the best of the knowledge, information and belief of the Directors, BWPL Holdings Ltd., which owns shares of the Company carrying more than 10% of the votes attached to the shares of the Company is undecided as to whether it will accept the Offer in respect of any of its shares in the Company.”
In a dramatic move, ANSA McAl Ltd. had earlier this week announced it intended to offer BHL shareholders $5.20 per share, the approximate fair market value of the shares as determined by BHL’s financial adviser, KPMG.
The price is more than double the price at which shares were trading before Ambev, the Brazilian brewer, launched its surprise takeover bid of $4.00 per share after buying Massy Holding’s 20% stake in the group.
Ambev, through its subsidiary SLU Beverages, now owns just over 40% of the publicly-traded company, has offered shareholders $4.00 per share. That offer expires on Monday, October 26 at 3 p.m.