Jan 2017 Financial News

Sierra Announces A Successful Take-Over Bid

Jan 25, 2017

OFFER AND TAKE-OVER BID BY SIERRA TRADING ("SIERRA") FOR TRINIDAD CEMENT LIMITED ("TCL") DATED DECEMBER 5TH, 2016 AS AMENDED ON JANUARY 9TH, 2017 (the "Offer")

SIERRA ANNOUNCES A SUCCESSFUL TAKE-OVER BID

Sierra is pleased to announce that:

1. Having received the requisite Foreign Investment License from the Ministry of Finance, as of January 24th, 2017, all the terms and conditions of the Offer have been complied with or waived.

2. As at the time of going to press, the latest tally of TCL shares deposited by TCL shareholders in response to the Offer was approximately 104,500,000 TCL shares (subject to verification of validity of all acceptances received by both the TTCD and Republic Securities Limited) which, together with Sierra's existing shareholding in TCL, represents approximately 67.39% of the outstanding TCL Shares.

3. Sierra intends to take up all TCL shares deposited pursuant to the Offer up to a maximum of 132,616,942 TCL shares (the 'Offered Shares'). If the number of TCL shares deposited by TCL shareholders exceeds the Offered Shares, the TCL shares will be taken-up by Sierra on a pro-rated basis according to the number of TCL shares deposited by each TCL shareholder. Sierra expects that TCL shares deposited by shareholders in Trinidad and Tobago will be taken-up by January 31st, 2017.

4. The approximate total consideration to be paid by Sierra for the TCL shares deposited pursuant to its Offer is U.S.$79,420,000.00. Such consideration is expected to be paid to TCL shareholders in Trinidad and Tobago by February 3rd, 2017.

5. Jamaica: As the offer is only now being declared unconditional under Regulation 16 (3) of the Securities (Take-overs and Mergers) Regulations, 1999 the Offer will remain open until February 6, 2017 for TCL shareholders in Jamaica. This automatic extension may further increase Sierra's shareholding in TCL and the consideration to be paid by Sierra. However, Sierra's shareholding in TCL will not exceed 74.9%.
   
   Payment to TCL shareholders in Jamaica will be made within fourteen (14) days after February 6th, 2017.

6. Barbados: Pursuant to section 18 (1)of the The Take-over Bid Regulations, 2002 of the laws of Barbados, a formal notice will be issued to all shareholders in Barbados confirming that Sierra will take up all TCL shares deposited by TCLshareholders in Barbados.

Sierra wishes to thank all TCL shareholders who took part In the Offer as well as the other TCL shareholders who have expressed conftdence In the TCL Group by choosing to continue to be a part of the TCL Group's future.

A copy of this press release has been dellvered to the Board of Directors of TCL, and filed with the Trinidad and Tobago Securities Exchange Commission, the Trinidad and Tobago Stock Exchange, the Barbados Flnanclal Services Commission, the Barbados Stock Exchange, the Flnanclal Services Commission of Jamaica and the Jamaica Stock Exchange.

Source:
Trinidad Guardian, B14
Wednesday January 25, 2017