Merger with BB Holdings Limited
06 Abril 2009 - 1:00AM
UK Regulatory
TIDMCKL TIDMBBHL
RNS Number : 1610Q
Cockleshell Limited
06 April 2009
Cockleshell Limited
Merger with BB Holdings Limited
Belize City, Belize, 6 April 2009. Cockleshell Limited (London: CKL)
("Cockleshell") today announces that final agreement has been reached on the
terms of the proposed acquisition of the entire issued share capital of
Cockleshell by BB Holdings Limited ("BBHL"). The acquisition will be implemented
pursuant to the terms of the Merger. It is anticipated that the Merger will
become effective on or around 7 May 2009 (the "Effective Date"). Completion of
the Merger is conditional on the cancellation of admission to trading on AIM of
the Cockleshell Shares prior to the Effective Date (the "Admission
Cancellation"). The Admission Cancellation is conditional upon the consent of
not less than 75 per cent. of votes cast by Cockleshell Shareholders at the
General Meeting convened for 10.30 a.m. on Tuesday 28 April 2009. BBHL Shares
will continue to be admitted to trading on AIM and the Bermuda Stock Exchange
following completion of the Merger.
At the time of the admission of Cockleshell to trading on AIM in December 2007,
the Directors explained that they were actively seeking investment opportunities
for Cockleshell. The Directors consider that the Merger with BBHL offers
Cockleshell Shareholders the opportunity to increase value in respect of their
holdings of Cockleshell Shares.
Cockleshell will be dispatching a circular to Cockleshell Shareholders today
containing further details of the Merger and the Admission Cancellation, and
containing notice of the General Meeting.
THE MERGER
The acquisition of Cockleshell will be implemented pursuant to the terms of the
Merger.
Following completion of the Merger, Cockleshell Shareholders will collectively
hold up to 41,106,012 New BBHL Shares equivalent to approximately 69.9 per cent.
of the existing issued share capital of BBHL and approximately 41.1 per cent. of
the Enlarged BBHL Share Capital. The balance of 58,806,923 BBHL Shares,
equivalent to approximately 58.9 per cent. of the Enlarged BBHL Share Capital,
will be held collectively by the Existing BBHL Shareholders.
Lord Ashcroft, KCMG holds approximately 74.9 per cent. of the current issued
share capital of Cockleshell and approximately 77.8 per cent. of the current
issued share capital of BBHL and will hold approximately 76.6 per cent. of the
Enlarged BBHL Share Capital following completion of the Merger.
By way of consideration for the Merger, Cockleshell Shareholders will be
allotted and issued 0.916 New BBHL Shares for every Cockleshell Share registered
in their name as at 5.00 p.m. (Belize time) on the Record Date.
Assuming completion of the Merger and using a pound sterling to US$ exchange
rate of 1:1.42, the Merger values each Cockleshell Share at 122 pence and the
existing issued share capital of Cockleshell at approximately GBP54,670,996 in
aggregate. This represents a premium of approximately 132 per cent. to the
Closing Price of 52.5 pence per Cockleshell Share on 3 April 2009 (being the
last Business Day prior to the announcement of the potential transaction) and a
premium of approximately 50 per cent. to the net asset value of each Cockleshell
Share as at 31 March 2009.
New BBHL Shares will be issued credited as fully paid to Cockleshell
Shareholders and will rank pari passu in all respects with the BBHL Shares in
issue at the time that the New BBHL Shares are allotted and issued, including
the right to receive and retain dividends and other distributions declared, made
or paid after the Effective Date.
Under the provisions of Part VII of the IBCA, a holder of Cockleshell Shares, on
dissenting from the terms of the Merger has the right to be paid the fair value
of his Cockleshell Shares.
TERMS OF THE MERGER
The Merger will be effected under the IBCA and it is anticipated that the Merger
will become effective on the Effective Date.
The Merger is conditional on the Admission Cancellation becoming effective prior
to the Effective Date. If the Admission Cancellation does not become effective
before the Effective Date, the parties' rights and obligations in relation to
the Merger will automatically terminate.
The Merger was approved by written resolution of the majority shareholder of
Cockleshell on 5 April 2009. The Merger was also approved by written resolution
of the majority shareholder of BBHL on 5 April 2009.
Subject to completion of the Merger, it is expected that on or about 8 May 2009,
the New BBHL Shares will be admitted to trading on AIM and that dealings will
commence on that date.
As BBHL is not a UK company, the New BBHL Shares cannot be held or transferred
directly in CREST. However, the articles of association of BBHL permit the
holding of depositary interests representing BBHL Shares under the CREST system.
Therefore, New BBHL Shares may be held electronically through CREST by way of
depositary interests.
In respect of those Cockleshell Shareholders who hold Cockleshell Depositary
Interests in CREST which represent their Cockleshell Shares, depositary
interests representing their New BBHL Shares will be credited to their CREST
stock accounts on the commencement of dealings. In respect of those Cockleshell
Shareholders who hold their Cockleshell Shares in certificated form, definitive
share certificates representing such New BBHL Shares will be distributed as soon
thereafter as practicable and, in any event, within 14 days of the commencement
of trading.
INFORMATION ON COCKLESHELL
Cockleshell is an international business company incorporated in Belize under
the IBCA with registered number 65,954. Cockleshell is admitted to trading on
AIM as an investing company. For the six months ended 30 September 2008
Cockleshell reported net profit of US$558,000 and earnings per share of US$1.24.
At 30 September 2008, Cockleshell's sole asset comprised interest bearing cash
deposits with banks amounting to approximately US$51.3 million. Since that date,
Cockleshell has continued to hold the cash deposits earning interest at market
rates.
At 31 March 2009, the value of Cockleshell's cash deposits amounted to
US$51,755,210.
Further information on Cockleshell, including audited financial statements for
the period from 17 October 2007 (the date of incorporation of Cockleshell) to 31
March 2008 and unaudited financial statements for the six months ended on 30
September 2008, can be found on Cockleshell's website at
www.cockleshelllimited.com.
INFORMATION ON BBHL
BBHL is a public investment company incorporated in Belize under the IBCA with
registered number 1. The BBHL Shares are admitted to trading on AIM and on the
Bermuda Stock Exchange.
BBHL operates financial services businesses through The Belize Bank Limited and
Belize Bank International Limited, both located in Belize, and British Caribbean
Bank Limited (formerly known as The Belize Bank (Turks and Caicos) Limited),
located in the Turks and Caicos Islands. In addition, through its approximately
24 per cent. ownership in the Numar Group, BBHL has an interest in an edible oil
processing and distribution operation in Costa Rica.
Further information on BBHL, including audited financial statements for the 10
years ended on 31 March 2008 and unaudited financial results for the nine months
ended 31 December 2008, can be found on BBHL's website at
www.bbholdingslimited.com.
REASONS FOR THE MERGER
The Directors believe that holders of Cockleshell Shares will benefit from the
Merger for the following reasons:
- as referred to above, the Merger represents a premium of approximately 132
per cent. to the Closing Price of 52.5 pence per Cockleshell Share on 3 April
2009 (being the last Business Day prior to the announcement of the potential
transaction);
- the Directors consider BBHL is an established business with a good
management team, solid growth prospects and the potential for capital value
appreciation over the medium term;
-the Merger will give BBHL the opportunity to further strengthen its Financial
Services Division by utilising the cash assets of Cockleshell (being
approximately US$51.8 million in aggregate) to fund expansion in line with
BBHL's previously stated objectives of diversifying from its traditional
dependence on Belize and the Belize dollar into other areas of the Caribbean and
into the United States dollar. This process will be further accelerated by
expanding both the range of services offered and by the entry into additional
markets in the region through further lending and by way of acquisitions, with
benefits for all shareholders; and
- BBHL will provide Cockleshell Shareholders with increased liquidity in
their shareholding of New BBHL Shares than is currently the case for Cockleshell
Shares.
FRACTIONAL ENTITLEMENTS TO BBHL SHARES AND DEPOSITARY INTERESTS
Cockleshell Shareholders may be left with a fractional entitlement to New BBHL
Shares under the Merger. All fractional entitlements to New BBHL Shares will be
rounded down and discounted for the purposes of calculating each Cockleshell
Shareholder's entitlement to New BBHL Shares.
In respect of Cockleshell Shareholders who hold Cockleshell Depositary
Interests, Capita IRG Trustees (Nominees) Limited holds the legal title to the
underlying Cockleshell Shares. As the holder of such Cockleshell Shares, Capita
IRG Trustees (Nominees) Limited will be credited with New BBHL Shares pursuant
to the Merger. The Depositary will issue depositary interests in respect of such
New BBHL Shares on a pro-rata basis to the Cockleshell Shareholders who hold
Cockleshell Depositary Interests. Fractional entitlements will not be issued to
Cockleshell Shareholders who hold Cockleshell Depositary Interests. All such
fractional entitlements will be aggregated and donated to charity in accordance
with the terms of the trust deed poll dated 29 November 2007 by the Depositary
in favour of Cockleshell.
ADMISSION CANCELLATION AND GENERAL MEETING
As noted above, the Merger is conditional on the Admission Cancellation becoming
effective prior to the Effective Date. Accordingly, in accordance with Rule 41
of the AIM Rules for Companies, Cockleshell has today notified the London Stock
Exchange of its intention to seek the proposed cancellation of admission to
trading on AIM of the Cockleshell Shares, which is conditional upon the consent
of not less than 75 per cent. of votes cast by Cockleshell Shareholders in a
general meeting.
Consequently, Cockleshell is convening the General Meeting for 10.30 a.m. on
Tuesday 28 April 2009. If the Resolution is passed at the General Meeting, the
last day of trading of the Cockleshell Shares is expected to be 6 May 2009 with
the Admission Cancellation being effective from 7.00 a.m. on 7 May 2009. The
notice of the General Meeting is set out in the circular being dispatched to
Cockleshell Shareholders today.
RECOMMENDATIONS
The Directors consider the Admission Cancellation to be in the best interests of
Cockleshell and the Cockleshell Shareholders as a whole and accordingly
unanimously recommend Cockleshell Shareholders to vote in favour of the
Resolution to be proposed at the General Meeting.
Lord Ashcroft, KCMG, the majority shareholder in Cockleshell, has irrevocably
undertaken to vote in favour of the Resolution in respect of his aggregate
holding of 33,604,680 Cockleshell Shares representing approximately 74.9 per
cent. of the shares eligible to vote at the General Meeting.
Irrevocable undertakings to vote in favour of the Resolution have also been
obtained from Directors holding in aggregate an additional 537,040 Cockleshell
Shares representing an additional approximately 1.2 per cent. of the shares
eligible to vote at the General Meeting.
The remaining Director who holds Cockleshell Shares has confirmed his intention
to vote in favour, or to use reasonable endeavours to procure that the legal
holders of his Cockleshell Shares vote in favour, of the Resolution in respect
of his holding of 254,380 Cockleshell Shares representing approximately 0.6 per
cent. of the shares eligible to vote at the General Meeting.
Consequently, the outcome of the General Meeting and the approval of the
Resolution by the requisite majority has already been determined.
Cockleshell Limited
Belize +501 223 5989
UK +44 (0)20 7248 6700
Cenkos Securities plc
Ken Fleming / John Fitzpatrick +44 (0)131 220 6939
Note: This and other press releases are available at Cockleshell's web site:
http://www.cockleshelllimited.com.
Definitions
+--------------+----------------+
| AIM | AIM, |
| | the |
| | market |
| | of |
| | that |
| | name |
| | operated |
| | by the |
| | London |
| | Stock |
| | Exchange; |
+--------------+----------------+
| AIM | the |
| Rules | AIM |
| for | rules |
| Companies | for |
| | companies |
| | as |
| | published |
| | by the |
| | London |
| | Stock |
| | Exchange |
| | from time |
| | to time; |
+--------------+----------------+
| BBHL | ordinary |
| Shares | shares |
| | of no |
| | par |
| | value |
| | each in |
| | BBHL; |
+--------------+----------------+
| Cockleshell | means |
| Depositary | dematerialised |
| Interests | depositary |
| | interests |
| | issued or to |
| | be issued by |
| | the Depositary |
| | in respect of, |
| | and |
| | representing |
| | on a |
| | one-for-one |
| | basis, |
| | Cockleshell |
| | Shares; |
+--------------+----------------+
| Cockleshell | holders |
| Shareholders | of |
| | Cockleshell |
| | Shares or |
| | Cockleshell |
| | Depositary |
| | Interests |
| | on the |
| | Record |
| | Date; |
+--------------+----------------+
| Cockleshell | ordinary |
| Shares | shares |
| | of |
| | US$0.01 |
| | each in |
| | the |
| | capital |
| | of |
| | Cockleshell; |
+--------------+----------------+
| CREST | the |
| | relevant |
| | system |
| | (as |
| | defined |
| | in the |
| | Uncertificated |
| | Securities |
| | Regulations |
| | 2001 (as |
| | amended) for |
| | the paperless |
| | settlement of |
| | share |
| | transfers and |
| | the holding of |
| | shares in |
| | uncertificated |
| | form in |
| | respect of |
| | which |
| | Euroclear UK & |
| | Ireland |
| | Limited is the |
| | Operator (as |
| | defined in |
| | those |
| | regulations); |
+--------------+----------------+
| Depositary | means |
| | Capita |
| | IRG |
| | Trustees |
| | Limited; |
+--------------+----------------+
| Directors | the |
| | directors |
| | of |
| | Cockleshell; |
+--------------+----------------+
| Enlarged | the |
| BBHL | entire |
| Share | issued |
| Capital | ordinary |
| | share |
| | capital |
| | of BBHL |
| | (excluding |
| | 3,747,127 |
| | BBHL |
| | Shares |
| | held in |
| | treasury) |
| | following |
| | completion |
| | of the |
| | Merger; |
+--------------+----------------+
| Financial | the |
| Services | financial |
| Division | services |
| | businesses |
| | of BBHL |
| | operated |
| | principally |
| | through The |
| | Belize Bank |
| | Limited and |
| | Belize Bank |
| | International |
| | Limited, both |
| | located in |
| | Belize, and |
| | British |
| | Caribbean |
| | Bank Limited |
| | (formerly |
| | known as The |
| | Belize Bank |
| | (Turks and |
| | Caicos) |
| | Limited), |
| | located in |
| | the Turks and |
| | Caicos |
| | Islands; |
+--------------+----------------+
| General | the |
| Meeting | general |
| | meeting |
| | of |
| | Cockleshell |
| | to be held |
| | at the |
| | offices of |
| | Allen & |
| | Overy LLP, |
| | One Bishops |
| | Square, |
| | London E1 |
| | 6AD, United |
| | Kingdom at |
| | 10.30 a.m. |
| | on Tuesday |
| | 28 April |
| | 2009 (or |
| | any |
| | adjournment |
| | thereof); |
+--------------+----------------+
| IBCA | The |
| | International |
| | Business |
| | Companies Act |
| | 1990 of |
| | Belize (as |
| | amended); |
+--------------+----------------+
| London | London |
| Stock | Stock |
| Exchange | Exchange |
| | plc; |
+--------------+----------------+
| Merger | the |
| | merger |
| | of |
| | BBHL |
| | and |
| | Cockleshell |
| | in |
| | accordance |
| | with Part |
| | VII of the |
| | IBCA; |
+--------------+----------------+
| New | up to |
| BBHL | 41,106,012 |
| Shares | new BBHL |
| | Shares to |
| | be |
| | allotted |
| | and issued |
| | to |
| | Cockleshell |
| | Shareholders |
| | pursuant to |
| | the terms of |
| | the Merger; |
+--------------+----------------+
| Numar | Grupo |
| Group | Agroindustrial |
| | CB, S.A. and |
| | its related |
| | group of |
| | companies; |
+--------------+----------------+
| Record | 6 May |
| Date | 2009; |
| | and |
+--------------+----------------+
| Resolution | the |
| | special |
| | resolution |
| | to be |
| | proposed |
| | at the |
| | General |
| | Meeting in |
| | connection |
| | with the |
| | Admission |
| | Cancellation. |
+--------------+----------------+
This information is provided by RNS
The company news service from the London Stock Exchange
END
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