TSL Limited has increased its stake in Agro-chemicals manufacture ring subsidiary, Chemco Holdings Limited (Chemco), to 81,65%.
This was after shareholders in Chemco approved a share swop offer from the parent company.
Prior to the transaction, TSL held 62,92% shareholding in Chemco.
In a statement, Chemco company secretary Givemore Mafunga yesterday advised shareholders that approximately 93,23% of Chemco minority shareholders had accepted the share swop offer from TSL.
“Accordingly, the board of Chemco and TSL hereby give notice to Chemco minority shareholders who are yet to accept the offer that TSL will now compulsorily acquire their shares in terms of section 194 of the Companies Act Chapter 24:03,” he said.
Mafunga, however, said all unclaimed TSL shares would be held in trust by First Transfer Secretaries (Pvt) Ltd until claimed.
Chemco minority shareholders last month approved the proposal for TSL to take full control of the agro-chemicals business
during the company’s extraordinary general meeting.
The shareholders passed resolutions increase in authorised share capital from 20 million to 31 million ordinary shares; conversion of the TSL debt worth $2,64 million into equity through the issuance of 15 536 588 ordinary shares by way of private placement and the waiver of pre-emptive rights by the existing shareholders.
Following the approval of the resolutions, TSL will now offer to the remaining Chemco minorities a share swop with the view of delisting the latter.
In terms of the offer, Chemco shareholders will receive as consideration in respect of their shareholding in Chemco, a single TSL share for every 1,88 shares held.
No cash option was offered.