NAIROBI, KENYA, OCTOBER 24 — France-based international fuel dealing company Rubis Énergie has offered a takeover of Kenyan oil marketing company Kenol Kobil in the latest merger and acquisition deals in East Africa.
Rubis which specializes in storage, distribution and sale of petroleum, liquefied petroleum, gas (LPG), food and chemical products, on October 24, served the board of directors of KenolKobil a notice of intention to make a cash offer which it we intend to acquire 100 per cent of the ordinary shares in the Nairobi Securities Exchange listed firm.
This comes after the acquisition of 367,793,124 ordinary shares of Ksh0.05 each by Rubis Énergie on October 23, representing 24.99 per cent of KenolKobil’s issued and listed share capital.
The transaction was concluded on the NSE prevailing market price of Ksh15.30 per share, a move that gave Rubis nearly a quarter shareholding of the oil marker.
Rubis is a market leader in France, Swizerland, Bermuda, Jamaica, Madagascar, Morocco and French Antilles-Guiana and Senegal where its business is carried out by a number of subsidiaries including Coparef, Rubis Terminal, Vitogaz, Kelsey Gas Ltd, Lasfargaz and La Collette Terminal.
The company which now wants to buy the remaining shares has offered Ksh23 shillings per share.
The offer price represents a premium of 53.4 per cent to the volume weighted average price at which shares of KenolKobil traded on the NSE for the past 30 trading days up to October 22, 2018.
The offer places the value of KenolKobil at $347 million (about Ksh35 billion).
In a public announcement made through the NSE, Rubis is said to have reached a deal with two shareholders-Tasmin Limited and long-serving CEO David Ohana on acquisition of shares equivalent to 9.69 per cent of the company. The two owned 4.02 per cent and 5.67 per cent respectively.
If it sails through, the deal will hence give Rubis, with a market value of US$4.7 billion, an entry into the East Africa oil market noting that KenolKobi operates in Ethiopia, Uganda, Rwanda, Burundi and Zambia.
“Pursuant to an agreement dated October 23, 2018 between Rubis Énergie and Wells Petroleum Limited (“Wells”), Rubis Énergie agreed that if it were to make a take-over offer for the shares before October 22, 2019, then on the successful conclusion of such take-over offer, it will pay to Wells, an amount equal to the difference between the offer price per share ultimately paid by Rubis Énergie to other shareholders of KenolKobil pursuant to the offer and the market price paid to Wells by Rubis Énergie as set out above for every share that Rubis Énergie purchased from Wells pursuant to the block trade,” part of the announcement read.
Rubis plans to invoke rules allowing it to compulsorily acquire the remaining shares if it gains control of 90 per cent of KenolKobil.
If it control 75 per cent and falls short of the 90 per cent, it may take steps to delist the shares of KenolKobil from the Nairobi bourse.
“If Rubis Énergie eventually acquires at least 75 per cent but fewer than 90 per cent of the shares of KenolKobil, it may take steps to delist the shares of KenolKobil from the NSE, subject to receipt of necessary corporate and regulatory approvals,” it said.
The offer shares, as at the date of the notice of intention therefore constitute 75.01 per cent of the total issued and listed shares in KenolKobil.
KenolKobil has received the consent of the Capital Markets Authority to list an additional 79,000,000 ordinary shares to the trustees of the KenolKobil Group Employee Share Option Plan (ESOP). The listing is anticipated to be concluded on October 31, 2018.
Upon such listing, KenolKobil’s issued and listed share capital will increase to 1,550,761,200 ordinary shares and the offer shares will then constitute 76.28 per cent of the total issued shares in KenolKobil.
If the Offer is accepted in full, Rubis Énergie will hold the 1,550,761,200 ordinary shares of Ksh0.05 each in KenolKobil, which would represent 100 per cent of the issued share capital of KenolKobil after issuance of the additional shares to the ESOP.
“Approvals in terms acceptable to Rubis Énergie of the transaction contemplated herein by the Competition Authority of Kenya, the COMESA Competition Authority, the Energy Regulatory Commission and any other relevant regulator as applicable in the various jurisdictions in which KenolKobil and its subsidiaries operate,” the firm said in the announcement through the NSE.
It will also seek the board of KenolKobil acceptance, shareholders approval that would bring Rubis Énergie’s aggregate shareholding in KenolKobil to at least 50 plus one per cent and a clean bill of health from government institutions including the revenue authority.
The deal is expected to be completed by July 30, 2019.