Shares subject to takeover bid

ON November 14, 2017 the directors of Fiji Care Insurance Ltd (FIL) made a public announcement through the South Pacific Stock Exchange (SPSE), based on the advice of FIL’s major shareholders, that they had accepted of an offer from Mount Sophia Ventures (Fiji) Ltd (MSV) for the sale of 5,760,016 ordinary shares in FIL.

This represented 70.23 per cent of FIL’s total issued shares and the sale would be subject to certain conditions. Aequi Libria Associates Insurance Broker Ltd, Stronghold Investment Inc. and Peter McPherson are FIL’s major shareholders.

The announcement said that MSV was now expected to issue a bidder’s statement to all shareholders in FIL pursuant to the takeover provisions of the Companies Act 2015 in the next few weeks.

The announcement further said MSV had advised that it wished to acquire between 75 per cent and 80 per cent of the issued shares in FIL at a price of $F1.10 per share.

Offers will be made to all shareholders and should acceptances from shareholders exceed 80 per cent of the total issued shares, individual transactions will be scaled on a pro-rata basis.

MSV was planning for FIL to continue as a public company listed on the SPSE and did not intend to proceed to a compulsory acquisition of the remaining 20 per cent of shares or any part thereof.

The bidder’s statement will be followed by the issuance of a target statement by FIL including a recommendation by the board of FIL (independent director) to shareholders on whether to accept or reject the offer being made by the bidder.

The board recommendation will be supported by an Independent Adviser’s Report.

The bidder’s statement and/or target statement will include detailed information on the fundamentals of the company and its future direction and other changes pursuant to the takeover.

The proposed transaction is subject to various regulatory approvals including approvals by the Reserve Bank of Fiji (under the Insurance Act and Companies Act), the Reserve Bank of Vanuatu and the SPSE.

The company had also announced that trading in FIL shares were suspended by the SPSE until last Friday based on a request from the FIL board.

A further announcement was made by the directors of FIL on the proposed acquisition of a majority shareholding by MSV.

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