LISTED seed manufacturing giant, SeedCo International Limited has offered to buy its own shares from current holders in the Zimbabwe Stock Exchange (ZSE) listed company.
The decision is in line with its long term strategy of transforming into a continental brand among other reasons.
SCIL’s secondary listing in SeedCo Limited (SCL) on the ZSE was terminated last year with shares being subsequently listed on the Victoria Falls Exchange (VFEX) on 26 October 2020.
In a circular to shareholders released Wednesday, SCIL said the rationale for the offer was premised on a strategic response to the changes in the status of its secondary listing in Zimbabwe brought about by policy initiatives introduced by the government.
“It is now thought that transferring only one of the entities, SCIL, to the VFEX trading in US$ while leaving SCL on the ZSE trading in Zim$ will not protect value for shareholders,” the circular reads.
“Against this background, SCIL deemed it strategically fit to integrate SCL’s operations under SCIL with a view to strengthening the profile of SCIL following its secondary listing’s migration from the ZSE to the VFEX.”
It is believed the integration of the Zimbabwean operations will make SCIL’s profile on the VFEX comparable to its dual listed counterparts whose make-up comprises both international and Zimbabwean operations.
In the company’s long-term strategy of being the “African Seed Company”, such a realisation will not be achieved with the exclusion of the Zimbabwean operations held through SCL.
Despite the partial unbundling and separate listing of SCIL, the majority shareholding structure of SCIL continues to mirror that of SCL.
In addition, benefits of the proposed acquisition of SCL by SCIL also include the harmonisation of synergies as well as the elimination of duplicated functions and associated costs
Under the primary offer to the shareholders of SCL from the date of receiving acceptances aggregating to 35% of the shareholders of SCL will constitute an acquisition of SCIL of a control block in SCL.
On the secondary offer, SCIL intends to invoke the takeover provisions of the ZSE listing requirements immediately after receiving acceptances in aggregate of 35% of the entire issued share capital of SCL.
SCL shareholders will be notified of the intention to acquire their shares on the same terms as those by which it would have acquired the controlling block.
The last method to be used is the drag along acquisition by which it empowers the right of offer or with 90% to squeeze out minorities.