Berger Paints Jamaica Ltd. (BRG) has advised that on June 16 16, 2017, it received a notice that Ansa Coatings International Limited (ACIL), a subsidiary of the ANSA McAL Group (“ANSA McAL”) has entered an agreement with Berger International Private Limited (BIPL), the parent company of Lewis Berger (Overseas Holding) Limited (a company incorporated in UK) (“LBOH”), to purchase 100% of LBOH. LBOH owns 51% of the issued share capital in BRG. The completion of the transaction is subject to completion of conditions as set out in the agreement between BIPL and ACIL.
Berger Paints Trinidad Limited is also a subsidiary of Lewis Berger (Overseas Holdings) Limited LBOH, while Berger Paints Barbados Limited is owned fully by the parent company.
Share Structure of the Deal
ANSA McAL Limited (“ANSA McAL”), through ANSA Coatings International Limited (ACIL), its wholly owned subsidiary and an International Business Company established in St Lucia:
On 12th June, 2017, entered into a Share Purchase Agreement with Chan Ramlal Limited for the acquisition of 500,000 ordinary shares in Berger Paints Trinidad Limited (“Berger”), representing 9.7% of the shareholding of Berger, a publicly listed company incorporated under the laws of Trinidad and Tobago.
On 16th June, 2017, ANSA McAL entered into a Share Purchase Agreement with Berger International Private Limited for the acquisition of 1,869,805 ordinary shares in Lewis Berger (Overseas Holdings) Limited (“LBOH”), representing 100% of the shareholding in LBOH, a private limited company incorporated under the laws of England & Wales. LBOH is the owner of:
a. 3,613,011 ordinary shares in Berger, representing 70% of the shareholding of Berger;
b. 376,000 equity shares, representing 100% of the shareholding of Berger Paints Barbados Limited, a company incorporated under the laws of Barbados;
c. 109,332,222 equity shares, representing 51% of the shareholding of Berger Paints Jamaica Limited, a publicly listed company incorporated under the laws of Jamaica.
Both Share Purchase Agreements entered into are subject to the fulfillment of certain conditions precedent, typical in share purchase transactions of this nature, before completion of the share purchase transactions contemplated thereby can be completed.
ANSA McAL also holds, through its wholly owned subsidiary, Sissons Paints Limited, 60,606 ordinary shares in Berger, representing 1.17% of the shareholding of Berger.
Berger Paints had its colourful beginnings in 1760, when Lewis Berger, an enterprising young German chemist had his big breakthrough. He had perfected the manufacturing process for Prussian Blue, one of the most important pigments of that period. This achievement marked the arrival of Berger Paints as a modern paint manufacturing company. Today, Berger Paints is a global force with a strong presence in Asia, Africa, the Caribbean Islands, the South Pacific, and the Middle East.
Berger Paints Jamaica Limited (BRG) has advised that the dividends, totaling Fifty Cents ($0.50) per share (final dividend $0.30 and special dividend $0.20), declared on April 28, 2017, will be paid on August 11, 2017, to shareholders on record as at July 31, 2017. The ex-dividend date is July 27, 2017.
See also
https://businessuiteonline.com/index.php/2017/06/25/ansas-berger-caribbean-acquisition-not-expected-to-include-berger-brand-and-related-intellectual-properties-antonio/
https://businessuiteonline.com/index.php/2017/05/15/berger-paints-jamaican-operation-is-now-the-target-of-an-acquisition-attempt-jackson/
https://businessuiteonline.com/index.php/2017/01/11/businessuite-2017-skin-index-by-company-trinidad-and-tobago/