The tussle for media group New Africa Investments Limited (Nail) has hotted up with Phaphama Holdings, Nail’s controlling shareholder, announcing on Thursday that it plans to support the Tiso consortium in its bid for Nail.
The Tiso consortium, comprising Tiso Capital, Investec, Mineworkers Investment Company and Safika, which has now also been joined by Capricorn, is one of two consortia bidding for the media group — the other being a consortium comprising Kagiso Media Limited, Johnnic Communications, Caxton and CTP Publishers and Printers Limited.
The Tiso consortium is offering R10,50 per share for Nail and the Caxton consortium is offering R10,66 for selected media assets, which offer the Nail board has recommended shareholders accept.
However, the Tiso consortium has inferred its offer has less strings attached, which has obviously appealed to Phaphama — added to which, of course, is the fact that Safika, one of the members of the consortium, also just happens to have a 34,9% stake in Phaphama.
Phaphama, which holds 52,5% of Nail, said on Monday that it believed the Tiso offer was “superior as a result of its simplicity and limited conditionality”.
“Accordingly, subject to the Tiso consortium obtaining at least 50% of the Nail ‘N’ shares in issue, or such lesser amount of the Nail ‘N’ shares as determined by the Tiso consortium, Phaphama has undertaken to vote against the Caxton offer at any general meeting of Nail shareholders that may be held to consider such offer.
“Phaphama has, subject to approval by the competition authorities granted, at no cost, a conditional option to the members of the Tiso consortium to acquire all of its shares in the issued share capital of Nail at the same price paid to the offer participants (plus interest thereon at a call rate plus 2% per annum from the date on which the offer becomes unconditional) (‘the conditional option’),” it stated.
The Tiso consortium said it would be able to “unlock value and resolve a complex situation for Nail shareholders by making the offer in a manner that is simple, quick and, once the offer becomes unconditional, provides certainty for Nail shareholders who wish to accept the offer”.
It added that it had confirmed to the Securities Regulation Panel that it had sufficient cash resources and facilities to meet its obligations in relation to the offer.
Fani Titi, CEO of Tiso Private Equity, was clearly delighted with the turn of events on Monday.
“We are pleased that Phaphama Holdings Limited, the controlling shareholder of Nail, have agreed to support the bid the consortium has made of R10,50 for their shares. In addition, Phaphama has undertaken to vote against the Johncom/Caxton/Kagiso proposal to acquire the media assets of Nail.
“We continue to believe that our offer for both ordinary and ‘N’ shares and not the assets of the company will elicit the support of other minority shareholders. The structure of the transaction to minimise regulatory risk should provide further comfort for shareholders.” — I-Net Bridge