Jan 2008 Financial News

Angostura gets 65m Lascelles shares - Last-minute rush to take up offer

Jan 30, 2008

In a last-minute burst on Monday, Lascelles de Mercado's stock-holders offered upwards of 65 million of the company's ordinary shares to Angostura Ltd, in a strong, even if eleventh-hour, response to Angostura's bid to take over the Jamaican con-glomerate, analysts said yesterday.

On the face of it, this surrender by stockholders, allied with Angostura's previous holdings and other take-up as part of the takeover deal, will give it more than 80 per cent of Lascelles.

Senior officials of the Trinidad-based Angostura were not imme-diately available for comment and Lascelles' CEO, William 'Billy' McConnell, declined to comment, saying he did not have up-to-date information on the process.

Numbers being tallied

However, Mayberry Investments, lead broker in Angostura's acquisition effort, confirmed a late flood of down-to-the-wire acceptances, which would cause a delay in an official announcement of the amount of shares actually acquired.

Numbers were still being tallied and due diligence conducted to ensure that the offers to sell complied with Angostura's bid document.

Angostura's offer, at a price of US$10.65 for each ordinary share, closed at 4:30 p.m. on Monday.

With the projected take-up, Angostura will have a bill of over US$692 million, but under the offer deal, it would pay upfront US$4.50 and defer the remaining US$6.15 up to January 2011.

For the 10,000 six per cent preference shares, which are also covered by the offer, the price is US$0.20, half of which would be paid upfront. It was not immediately clear how many, if any, of these stocks were offered for sale by shareholders.

"For some reason, everybody wanted to come just before the thing closed," said Gary Peart, Mayberry's managing director. "At the last minute, we got a flood of acceptances, so it has delayed the time in which we can announce a final acceptance or say how many shares have been acquired."

However, other market analysts said that up to late Monday afternoon the extrapolation suggested that 65 million ordinary shares would have been available via the public offer to Angostura.

"And at the time Mayberry was still counting," said one source.

Firm grip on Lascelles


Angostura previously owned more than 4.7 million Lascelles ordinary stocks. Those stocks, along with the projected 65 million plus from the public offer and 9.51 million pledged by Lascelles' major stakeholders, chairman George Ashenheim and CEO Billy McConnell, would give Angostura around 80 million of 96 million ordinary shares.

Such a holding of ordinary shares would account for just under 42 per cent of the voting rights, but the agreement with Ashenheim and McConnell also requires them to transfer to Angostura 50,000 Lascelles 15 per cent preference shares, which carry a one-to-one voting right 41.6 of the votes.

In other words, Angostura would have locked up around 83 per cent of the voting rights and a firm grip on Lascelles, whose flagship is its Wray and Nephew rum distillers and Appleton rum brand.


Source:
The Jamaica Gleaner
Wednesday | January 30, 2008

http://www.jamaica-gleaner.com/gleaner/20080130/business/business1.html