Cemex has announced that its indirect subsidiary, Sierra Trading, will present a change and variation notice making an amended offer to the offer and take-over bid of Trinidad Cement Ltd (TCL) that was presented on 5 December 2016.
The acquisition of up to 132,616,942 ordinary shares in TCL paired with its existing share ownership in TCL of approximately 39.5 per cent, will result in Sierra Trading holding up to 74.9 per cent of the equity share capital in TCL.
Pursuant to the amended offer, Sierra will offer TTD5.07 (US$0.75) in cash per TCL share. Shareholders will have the option to be paid for their TCL shares in TTD or in US$. Full acceptance of the offer in TTD would result in a cash payment by Sierra Trading of approximately TTD672m. The revised offer price represents a premium of 50 per cent over the 1 December 2016 closing price of TCL’s shares in the Trinidad and Tobago Stock Exchange.
Among other conditions, the offer will be conditional on Sierra Trading acquiring at least an amount of TCL shares that would allow Cemex, for financial reporting purposes, to consolidate TCL. Unless extended, the offer period is expected to close on 24 January 2017.
If the offer is successful, TCL will continue operating as usual. Additionally, TCL will be maintained as a publicly listed company on the Trinidad and Tobago Stock Exchange.
As of 30 September 2016, TCL and its subsidiaries had EBITDA of approximately US$77m for the last twelve months and net debt of approximately US$113m, representing a net financial leverage of approximately 1.5x.
