Jan 2017 Financial News

Trinidad Cement Limited - Notice to Stakeholders - Notice of Change and Variation issued by Sierra Trading

Jan 09, 2017

Notice of Change and Variation issued by Sierra Trading, an indirect subsidiary of Cemex, S.A.B. de C.V. to Increase the Offer Price from TT$4.50 per TCL Share to TT$5.07 with an Option to receive payment in US$
(not applicable to TCL Shareholders resident in Barbados who will be paid in Bds$)

To: Holders of issued and outstanding ordinary shares of Trinidad Cement Limited.

This Notice of Change and Variation amends and varies the Offer and the accompanying Take-Over Bid Circular dated the 5th of December, 2016 (the “Offer and Take-Over Bid Circular”) issued by Sierra Trading (“Sierra”) pursuant to which Sierra is offering to acquire up to One Hundred and Thirty-Two Million, Six Hundred and Sixteen Thousand, Nine Hundred and Forty-Two (132,616,942) issued and outstanding ordinary shares (the “Offer Shares”) in Trinidad Cement Limited (“TCL” or the “Company”) subject to the terms and conditions contained in the Offer and Take-Over Bid Circular (the “Offer”), which, if the Offer is successful, would represent a total shareholding, together with the One Hundred and Forty-Seven Million Nine Hundred and Ninety-Four Thousand, One Hundred and Eighty-Eight (147,994,188) ordinary shares in TCL already held by Sierra, of up to 74.9% of the outstanding and issued ordinary shares of TCL, on the terms and conditions set forth in (i) the Offer and Take-Over Bid Circular and (ii) the related Letter of Acceptance (called Acceptance & Transfer Form in the case of Jamaica) included in the Offer and Take-Over Bid Circular (iii) the Addendum dated 6th December 2016 issued to TCL Shareholders in Barbados (the “Barbados Addendum”) and (iv) Appendix 11 issued to TCL Shareholders in Jamaica (the “Jamaican Appendix”). The documents listed at (i), (ii), (iii) and (iv) are herein collectively called the “Offer Document”.

Except as otherwise set forth in this Notice of Change and Variation, the terms and conditions previously set forth in the Offer Document continue to be applicable in all respects, and this Notice of Change and Variation should be read in conjunction with the Offer Document. Unless the context requires otherwise, terms not defined herein have the meanings set forth in the Offer Document. The term “Amended Offer” means the Offer Document, as amended by this Notice of Change and Variation.

This Notice of Change and Variation is issued to take effect on the 9th January, 2017 and is made pursuant to By-Law 14 (4) of the Securities Industry (Take-Over) By-Laws of Trinidad and Tobago, and corresponding provisions under the applicable laws of Jamaica and Barbados.

This Notice of Change and Variation will be issued in Trinidad, Barbados and Jamaica and a copy delivered to the Board of Directors of TCL and filed with the Trinidad and Tobago Securities Exchange Commission (“TT SEC”), the Trinidad and Tobago Stock Exchange (“TTSE”), the Barbados Financial Services Commission, the Barbados Stock Exchange (“BSE”), the Financial Services Commission of Jamaica (“FSC”) and the Jamaica Stock Exchange (“JSE”). This Notice of Variation has not been reviewed by any of the foregoing entities, none of which takes any responsibility for the veracity or validity of the contents of this Notice of Change and Variation and in accordance with established practice have neither approved nor disapproved of the Amended Offer.

The form of Letter of Acceptance (called Acceptance and Transfer Form in Jamaica) attached to the Offer Document and the Currency Election Form (where applicable) attached hereto, (collectively the “Acceptance Documents”) should be used to effect a valid deposit of Shares.

The closing date for acceptance of the Amended Offer is 24th January, 2017 (the “Amended Closing Date”) and the respective terminations times (collectively the “Termination Times”) by which acceptances must be submitted are specified in this Notice of Change and Variation. 

Forms of Acceptance Documents may be obtained as follows:

• In Trinidad and Tobago - from the broker, Republic Securities Limited (“RSL”) 2nd Floor, Promenade Centre, 72 Independence Square, Port of Spain, Trinidad or from any Republic Bank branch in Trinidad and Tobago.
• In Barbados – from Republic Finance & Trust (Barbados) Corporation, Mezzanine Floor, Broad Street, Bridgetown, Barbados.
• In Jamaica – from JCSD Trustee Services Limited, 40 Harbour Street, Kingston Jamaica or from Sagicor Investments Jamaica Limited. Forms may also be downloaded from www.jamstockex.com

THE AMENDED OFFER

VARIATION OF CONSIDERATION

Special Note:
The variation of the Offer Document to include an option to accept payment in a currency other than Barbados currency (“Bds$”) offered to TCL Shareholders shall not apply to TCL Shareholders in Barbados. In accordance with applicable laws, TCL Shareholders in Barbados are only entitled to receive the Bds$ equivalent of the Amended Offer Price.

All payments to TCL Shareholders in Barbados shall be paid in accordance with the Exchange Control Act of the laws of Barbados and all references to TCL Shareholders under this section - Variation of Consideration - relating to an option to accept payment in Trinidad and Tobago currency (“TT$”), United States currency (“US$”) or Jamaican currency (“J$”) shall be read and construed as excluding TCL Shareholders in Barbados.

The Offer is hereby varied to:

1. Change the consideration offered thereunder to reflect a final offer of Five Dollars and Seven Cents Trinidad and Tobago currency (TT$5.07) per Share (the “Revised Offer Price”).

2. Permit TCL Shareholders to receive payment of the Revised Offer Price:

(a) in the case of TCL Shareholders whose TCL Shares are listed on the TTSE, either in TT$ or in US$;
(b) in the case of TCL Shareholders whose TCL Shares are listed on the JSE, either (i) in J$, (ii) in TT$ or (iii) in US$; and
(c) in the case of TCL Shareholders whose TCL Shares are listed on the BSE payment will be made in the Bds$ equivalent of the Revised Offer Price at the prevailing rate of exchange as of the 5th of January, 2017, that would be approximately Bds$1.51 per TCL Share (based on the Central Bank of Barbados published counter rate). 

TT$ Option
If a TCL Shareholder elects to accept payment of the Amended Offer in TT$, he will receive Five Dollars and Seven Cents Trinidad and Tobago currency (TT$5.07), for every TCL Share taken up pursuant to the Amended Offer.

US$ Option
If a TCL Shareholder elects to accept payment of the Offer Price in US$, he will receive Seventy-Six Cents United States Currency (US$0.76) for every TCL Share taken up pursuant to the Amended Offer.

J$ Option
If a TCL Shareholder whose TCL Shares are listed on the JSE elects to accept payment of the Amended Offer Price in J$, he will receive the Jamaica currency equivalent of Five Dollars and Seven Cents Trinidad and Tobago currency (TT$5.07), for every TCL Share taken up pursuant to the Amended Offer. Such Jamaican currency equivalent will be determined based on the weighted average selling rate for one TTD in exchange for J$ on the business date immediately preceding the settlement date, as explained in the Jamaica Appendix to the Offer Document. (See Appendix 11). At the prevailing rate of exchange as of the 5th of January, 2017, that would be approximately J$96.77 per TCL Share (based on the Bank of Jamaica published counter rate).

3. Extend the Closing Date of the Offer to 24th January, 2017 (the Amended Closing Date).

Consequential amendments to the Offer to reflect this Notice of Change and Variation are deemed to be made where required.

As a result of the variation of the Offer as provided above, Sierra will have the right, following the expiry of the Amended Offer and subject to applicable law, to waive one or more of the conditions of the Amended Offer and take up and pay for any TCL Shares that have been deposited and not withdrawn.

In order to provide TCL Shareholders with an improved offer price in light of the Director’s Circular which was published on 23rd December, 2016 and in order to include an additional option for TCL Shareholders to consider, Sierra has decided to offer to all TCL Shareholders the Revised Offer Price and to amend the Offer Document so that the consideration offered thereunder will incorporate an option for TCL Shareholders, other than those in Barbados, to elect whether they would like to receive payment for their TCL shares in TT$ or US$ or J$.

For the avoidance of doubt, save to the extent expressly stated herein, the Amended Offer does not amend any of the conditions detailed in paragraph 1.6 and 2.4 of the Offer Document.

Action to be taken by TCL Shareholders in Trinidad and Tobago

A TCL Shareholder desirous of accepting the Amended Offer should submit his Acceptance Documents and specify in his Currency Election Form whether he wishes to receive payment in TT$ or US$ and, if he elects to have payment made to his bank account by direct electronic transfer through the Automated Clearing House system, specify the bank account information for the relevant currency selected by him.

TCL Shareholders who have deposited their TCL Shares prior to this Notice of Change and Variation may indicate their currency settlement option by completing and submitting the Currency Election Form attached to this Notice which is also available from RSL.

Action to be taken by TCL Shareholders in Jamaica

TCL Shareholders whose TCL Shares are listed on the JSE and who have already submitted a Form of Acceptance and Transfer may change their currency settlement option by completing and submitting a Currency Election Form sent with this document. The Currency Election Form should reach the JCSD not later than ten (10) days after the Closing Date of the Offer.

TCL Shareholders whose TCL Shares are listed on the JSE and who have not yet submitted a Form of Acceptance & Transfer may complete the Acceptance Documents and submit them to JCSD Trustee Services Limited. Note that the Acceptance Documents must in any event reach JCSD Trustees Services Limited before 2.00 p.m. on the Amended Closing Date of 24th of January, 2017. If a Form of Acceptance and Transfer is submitted on or before the Closing Date then a currency election may be made no later than ten (10) days after the Amended Closing Date by delivery of a Currency Election to JCSD Trustees Service Limited.

Benefit to all TCL Shareholders

TCL Shareholders who have already submitted an Acceptance Document will automatically receive the benefit of the Revised Offer Price. TCL Shareholders, other than those in Barbados, who have already submitted an Acceptance Document and wish to be paid in US$ will need to follow the steps explained in “Action to be taken by TCL Shareholders in Trinidad and Tobago” and “Action to be taken by TCL Shareholders in Jamaica”.

TIME OF PAYMENT

Sierra will, upon the terms and subject to the conditions of the Amended Offer, take up and pay for all TCL
Shares deposited and not withdrawn under the Amended Offer within the period required by applicable securities law and, in any event, except as otherwise required by applicable law, not later than 10 days, i.e. 3rd February 2017, (within 14 days in the case of TCL Shares listed on the JSE, i.e. 6th February 2017, and within 30 days, i.e. 23rd February 2017, in the case of TCL Shares listed on the BSE) after the expiry of the Amended Offer if all the terms and conditions of the Amended Offer have been complied with or waived.

THE OFFER PERIOD

The Amended Offer is open for acceptance until, but not after, the respective Termination Times (as defined below) on the Amended Closing Date of 24th January, 2017.

Sierra expressly reserves the right, in its sole discretion, at any time and from time to time, while the Amended Offer is open for acceptance, or at any other time if permitted by law, to extend the period of time during which the Amended Offer is open, by giving written notice of such extension to the TCL Shareholders.

Termination Time (Trinidad & Tobago)
TCL Shares may be deposited up until 3:00 p.m. on the 24th of January, 2017 (the “Trinidad Termination Time”). As a result, the Amended Offer will only be open for acceptance until 3:00 p.m., local time on the Amended Closing Date.

Termination Time (Jamaica)

TCL Shares may be deposited up until 2:00 p.m. on the 24thth of January, 2017 (the “Jamaica Termination Time”) unless the Amended Offer is extended by virtue of Regulation 16 (3) of the Securities (Take-overs and Mergers) Regulations, 1999, in which event the Amended Closing Date shall mean 2.00 p.m. on the latest date at which the Amended Offer as so extended expires. As a result, the Amended Offer is open for acceptance until 2:00 p.m., local time on the Amended Closing Date, or such later time or date, if any, to which the Amended Offer may be further extended under the said Regulation 16.

Termination Time (Barbados)

TCL Shares may be deposited up until 3:00 p.m. (the “Barbados Termination Time”) on the 24th of January, 2017 (the Amended Closing Date) unless the Amended Offer is extended, in which event the Barbados Termination Time shall mean 3:00 p.m., local time on the Amended Closing Date, or such later time or date, if any, to which the Amended Offer may from time to time be further extended.

RIGHT TO WITHDRAW

Trinidad & Tobago

The rights of withdrawal applicable to TCL Shareholders whose shares are listed on the TTSE are set out in Appendix 1, item 3 of the Offer Document. The rights of withdrawal remain the same in the case of the Amended Offer.

Jamaica
TCL Shareholders whose TCL Shares are listed on the JSE had a right to withdraw acceptances made within seven (7) days after the Opening Date. The Offer opened on the 5th of December, 2016, and accordingly the period of withdrawal expired on the 12th of December, 2016.

Barbados
The TCL Shareholders’ rights of withdrawal are set out in section 11 of the Addendum to Offer addressed to TCL Shareholders in Barbados. The rights of withdrawal remain the same in the case of the Amended Offer, except that references to the Expiry Time shall be read and construed hereafter as references to the Barbados Termination Time.

ADDITIONAL STATUTORY RIGHTS
In addition to these rights of withdrawal set out above, TCL Shareholders are entitled to statutory rights of rescission in certain circumstances. See “Offerees' Statutory Rights” set out below in this Notice of Change and Variation.

OFFEREES' STATUTORY RIGHTS
Securities legislation provides security holders of the Company with, in addition to any other rights they may have at law, rights of rescission or damages, or both, if there is a misrepresentation in a circular or notice that is required to be delivered to such security holders. However, such rights must be exercised within prescribed time limits. Security holders should refer to the applicable provisions of the securities legislation of their jurisdiction for the particulars of those rights or consult with a lawyer.

JURISDICTION
The making of the Amended Offer to persons not resident in nor citizens of Trinidad and Tobago, Jamaica or
Barbados may be affected by the laws of the relevant jurisdictions. TCL Shareholders not resident in and/or not citizens of Trinidad and Tobago, Jamaica or Barbados should inform themselves about and observe and comply with any applicable legal requirements. It is the responsibility of any such TCL Shareholder wishing to accept the Amended Offer to satisfy himself as to the full observance of the laws of the relevant jurisdictions in connection therewith, including the obtaining of any governmental or other licenses, consents or approvals which may be required or the compliance with other necessary formalities.

DIRECTORS' APPROVAL
The contents of this Notice of Change and Variation have been approved, and the sending thereof to the holders of TCL Shares has been authorized by, the board of directors of Sierra.

Source:
The Trinidad and Tobago Stock Exchange Limited
Monday January 9th, 2017