TIDMATMA
RNS Number : 6915I
ATLAS Mara Limited
21 June 2017
NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR
INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR
ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD
BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE
IMPORTANT NOTICE AT THE OF THIS ANNOUNCEMENT.
THIS IS NOT A PROSPECTUS BUT AN ADVERTISEMENT. INVESTORS SHOULD
NOT SUBSCRIBE FOR SECURITIES REFERRED TO IN THIS ADVERTISEMENT
EXCEPT ON THE BASIS OF INFORMATION IN THE PROSPECTUS.
21 June 2017
ATLAS MARA LIMITED
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
Updated announcement
Strategic Financing Agreement with Fairfax Africa Holdings
Corporation ("Fairfax Africa") to raise $200 million for the
acquisition of additional equity interests in Union Bank of Nigeria
Plc ("UBN") and to scale Markets and Treasury and Fintech business
lines.
Atlas Mara Limited ("Atlas Mara" or the "Company", and together
with its subsidiaries, the "Group") announces a strategic financing
agreement with Fairfax Africa. The strategic investment will be
used to support Atlas Mara's growth initiatives and anchored by
$200 million of new capital from Fairfax Africa and existing
shareholders of the Company, comprising of:
-- a $100 million equity offering of new ordinary shares (the
"New Ordinary Shares") at a price of $2.25 per share (the "Issue
Price"). Qualifying existing Atlas Mara shareholders
("Shareholders") will be invited to participate in the equity
offering by way of an open offer (the "Open Offer") alongside
Fairfax Africa, which will serve as the committed underwriter of
the equity offering. Fairfax Africa will have the right to secure a
minimum of 30.0% of the Open Offer. Any shares not taken up by
qualifying existing Shareholders will be subscribed for by Fairfax
Africa; and
-- a $100 million mandatory convertible bond (the "Mandatory
Convertible Bond") to be issued to Fairfax Africa (the "Bond
Issue"), which will convert into New Ordinary Shares at the Issue
Price upon the closing of the Open Offer.
The strategic financing is subject to Shareholder approval at an
extraordinary general meeting of the Company. It is expected that a
new management incentive plan will be put in place following the
closing of the Open Offer.
Atlas Mara also announced earlier today its agreement to acquire
an indirect 13.4% shareholding in UBN from the Clermont Group (the
"Clermont Stake Acquisition") for a total consideration of $55
million. The transaction is subject to regulatory approval. The
transaction will increase Atlas Mara's combined direct and indirect
shareholding in UBN to 44.5%. This acquisition accelerates Atlas
Mara's long term strategy to build its banking business in
Nigeria.
The proceeds of the strategic financing are primarily intended
to support the Company's commitment to UBN and Nigeria via the: (1)
fund the Clermont Stake Acquisition, (2) fund the Company's
subscription of its pro rata entitlements under the forthcoming
rights issue announced by UBN (the "UBN Rights Issue"), and (3)
further expand the Group's strategic business lines of Markets and
Treasury and FinTech. The Company believes the current valuations
for the additional shares to be acquired in UBN make this expansion
attractive and will contribute positively to shareholder value.
A strategic partnership with Fairfax Africa creates a strong
relationship between two like-minded, long-term investors in
Africa. Each is focused on capitalising on the long-term growth
potential of Africa and provides permanent capital to support
growth. Furthermore, the principals of each company have long-term
track records working in financial services in emerging markets,
and are anchored by a long term vision for sub-Saharan Africa. Upon
conversion of the Mandatory Convertible Bond and participation in
the equity offering, Fairfax Africa is expected to have a total
shareholding of at least 35% in Atlas Mara. Fairfax Africa will
nominate four (4) directors to the board of directors of Atlas Mara
(the "Board") out of a total of nine (9) directors. Bob Diamond
will continue in his capacity as Chairman of the Board.
The transactions will be submitted for the approval of
Shareholders at an extraordinary general meeting ("EGM") to be
convened for that purpose. The terms and conditions relating to the
equity offering will be set out in a prospectus (the "Prospectus")
and other related documentation. The Company will issue further
announcements in due course in relation to the EGM, publication of
the Prospectus and the commencement of the offering period for the
Open Offer.
Bob Diamond, Chairman of Atlas Mara, commented:
"Our Board is thrilled to announce this important series of
transactions. We have a terrific new partner in Fairfax Africa - a
strategic investor and partner who brings permanent capital and a
shared vision of the banking opportunities in sub-Saharan
Africa.
With Fairfax, we are now better positioned to achieve our full
potential and to benefit from the long term trends we see in
Nigeria and sub-Saharan Africa. Our team will continue to drive
"execution, execution, execution," to deliver profitability, growth
and shareholder value."
Contact Details
Investors
John-Paul Crutchley +971 4 275 6000
Kojo Dufu, +1 212 883 4330
Media
Teneo Blue Rubicon, + +44 20 3757 9231
Anthony Silverman
Financial Advisers
Citigroup Global Markets Limited is acting as Financial Adviser
and Corporate Broker to the Company.
Citigroup
+44 (0) 20 7986 4000
Jean Lafontaine
Peter Brown
Vimal Bhogaita
About Atlas Mara
Atlas Mara Limited (ATMA.L) is a financial services institution
listed on the London Stock Exchange. Its vision is to create
sub-Saharan Africa's premier financial services institution through
organic and inorganic growth by combining the best of global
institutional knowledge with extensive local insights. With a
presence in seven sub-Saharan countries, Atlas Mara aims to be a
positive disruptive force in the markets in which we operate by
leveraging technology to provide innovative and differentiated
product offerings, excellent customer service and accelerate
financial inclusion in the countries in which the Company operates.
For more information, visit www.atlasmara.com.
About Fairfax Africa
Fairfax Africa (TSX: FAH.U) is an investment holding company
whose objective is to achieve long-term capital appreciation, while
preserving capital, by investing in public and private equity
securities and debt instruments of African businesses or other
businesses with customers, suppliers or business primarily
conducted in, or dependent on, Africa.
This announcement has been issued by and is the sole
responsibility of Atlas Mara Limited.
This announcement is not the Prospectus or an extract from, a
summary or an abridged version of the Prospectus but an
advertisement and is for information purposes only and does not
constitute or form part of any offer of, or invitation to purchase
or subscribe for, or any solicitation to purchase or subscribe for
New Ordinary Shares or to take up any entitlements to New Ordinary
Shares in any jurisdiction in which such an offer or solicitation
is unlawful. Investors should not acquire any New Ordinary Shares
referred to in this announcement except on the basis of the
information contained in the Prospectus, when published. This
announcement cannot be relied upon for any investment contract or
decision.
A copy of the Prospectus, when published, will be available from
the registered office of the Company and on the Company's website
(http://atlasmara.com). Neither the content of Atlas Mara's website
nor any website accessible by hyperlinks on Atlas Mara's website is
incorporated in, or forms part of, this announcement. The
Prospectus will give further details of the New Ordinary Shares
being offered pursuant to the equity offering. The application
forms are expected to be despatched on or around the date the
Prospectus is published.
Citigroup Global Markets Limited, which is authorised by the
Prudential Regulation Authority and regulated by the Prudential
Regulation Authority and the Financial Conduct Authority, is acting
exclusively for the Company and for no one else in connection with
the contents of this announcement, the Bond Issue and the equity
offering, and will not be responsible to any person for providing
the protections afforded to clients of Citigroup Global Markets
Limited nor for providing the protections afforded to clients of
Citigroup Global Markets Limited nor for providing advice in
connection with the contents of this announcement, the Bond Issue
and the equity offering or any transaction, arrangement or other
matter referred to in this announcement.
Save for the responsibilities and liabilities, if any, of
Citigroup Global Markets Limited under the Financial Services and
Markets Act 2000 or the regulatory regime established thereunder,
Citigroup Global Markets Limited assumes no responsibility
whatsoever and make no representations or warranties, express or
implied, in relation to the contents of this announcement,
including its accuracy, completeness or verification or for any
other statement made or purported to be made by the Company, or on
the Company's behalf, or by Citigroup Global Markets Limited or on
Citigroup Global Markets Limited's behalf and nothing contained in
this document is, or shall be, relied on as a promise or
representation in this respect, whether as to the past or the
future, in connection with the Company, the New Ordinary Shares,
the Bond Issue or the equity offering. Citigroup Global Markets
Limited accordingly disclaims to the fullest extent permitted by
law all and any responsibility and liability whatsoever arising in
tort, contract or otherwise which it might otherwise be found to
have in respect of this announcement or any such statement.
There will be no public offer of New Ordinary Shares in the
United States, Canada, Australia, Japan or South Africa, or any
other jurisdiction in which such offer solicitation or sale would
be unlawful prior to registration, exemption from registration or
qualification under the securities laws of such jurisdiction. This
announcement does not constitute or form part of an offer or
solicitation to purchase or subscribe for securities of the Company
in the United States, Canada, Australia, Japan or South Africa or
any other such jurisdiction.
The information contained in this announcement is not for
release, publication or distribution, whether in whole or in part
and whether directly or indirectly, to persons in the United
States, Canada, Australia, Japan or South Africa, and should not be
distributed, forwarded to or transmitted in or into any
jurisdiction where to do so might constitute a violation of local
securities laws or regulations.
Securities laws of certain jurisdictions may restrict the
Company's ability to allow participation by certain Shareholders in
the equity offering or any future issue of shares carried out by
the Company. Shareholders who have a registered address or are
resident in, or who are citizens of, countries other than the
United Kingdom should consult their professional advisors as to
whether they require any government or other consents or need to
observe any other formalities to enable them to receive New
Ordinary Shares or application forms.
The distribution of this announcement, the Prospectus, the
application forms and/or the transfer of New Ordinary Shares into
jurisdictions other than the United Kingdom may be restricted by
law and therefore persons into whose possession this announcement,
the Prospectus, the application form and/or any accompanying
documents should inform themselves about and observe any such
restrictions. Any failure to comply with any such restrictions may
constitute a violation of the securities laws of such
jurisdictions. In particular, subject to certain exceptions, the
Prospectus and the application form should not be distributed,
forwarded to or transmitted in or into the United States, Canada or
South Africa.
None of the Mandatory Convertible Bonds or the New Ordinary
Shares have been or will be registered under the US Securities Act
of 1933, as amended (the "US Securities Act") or under the
applicable securities laws of any state, province or territory of
the United States. Accordingly, the Mandatory Convertible Bonds and
the New Ordinary Shares may not be offered, sold, taken up,
renounced or delivered, directly or indirectly, within the United
States except pursuant to an applicable exemption from, or in
transactions not subject to, the registration requirements of the
US Securities Act and in accordance with any applicable securities
laws of any state, province or other territory of the United
States. There will be no public offering of the Mandatory
Convertible Bonds or the New Ordinary Shares in the United
States.
The contents of this announcement are not to be construed as
legal, business, financial or tax advice. None of the Company,
Citigroup Global Markets Limited, or any of their respective
representatives, is making any representation to any offeree or
purchaser of the New Ordinary Shares regarding the legality of an
investment in the New Ordinary Shares by such offeree or purchaser
under the laws applicable to such offeree or purchaser. Each
prospective investor should consult his, her or its own legal
adviser, business adviser, financial adviser or tax adviser for
legal, financial, business or tax advice in connection with the
purchase of the New Ordinary Shares.
This announcement contains or incorporates by reference
"forward-looking statements" which are based on the beliefs,
expectations and assumptions of Atlas Mara, the Directors, and
other members of senior management about the Group's business,
strategy, plans or future financial operating performance and the
Bond Issue and the equity offering described in this announcement.
All statements other than statements of historical fact included in
this announcement may be forward-looking statements. Generally,
words such as "will", "may", "should", "could", "estimates",
"continue", "believes", "expects", "aims", "targets", "projects",
"intends", "anticipates", "plans", "prepares", "seeks" or, in each
case their negative or other variations or similar or comparable
expressions identify forward-looking statements. Forward-looking
statements involve inherent risks and uncertainties. They are not
guarantees of future performance and actual results could differ
materially from those contained in the forward-looking statement.
These forward-looking statements reflect the current views, beliefs
of the Directors and other members of senior management, as well as
assumptions made by them and information currently available to
them. Estimates and assumptions involve known and unknown risks,
uncertainties and other factors, many of which are outside the
control of the Group and are difficult to predict. Such risks,
factors and uncertainties may cause actual results to differ
materially from any future results or developments expressed or
implied from the forward-looking statements. Although the Directors
and other members of senior management believe that these beliefs
and assumptions are reasonable, by their nature, forward-looking
statements involve risks and uncertainties because they relate to
events and depend on circumstances that may or may not occur in the
future or are beyond the Group's control. The Directors and other
members of senior management believe that these risks and
uncertainties include but are not limited to: changes in the credit
quality and the recoverability of loans and amounts due from
counterparties; changes in the Group's financial models
incorporating assumptions, judgments and estimates which may change
over time; risks relating to capital, capital management and
liquidity; risks associated with the implementation of Basel III
and uncertainty over the timing and scope of regulatory changes in
the various jurisdictions in which the Group operates; risks
arising out of legal, compliance and regulatory matters,
investigations and proceedings; operational risks inherent in the
Group's business; risks arising out of the Group's holding company
structure; risks associated with the recruitment, retention and
development of senior management and other skilled personnel; risks
associated with business expansion and engaging in acquisitions
and/or selective disposals; risks associated with the execution of
the Group's detailed strategy review including as to timing and as
to realization of the estimated benefits of that strategy review;
changes to the Group's RWA, cost reduction and return on equity
targets; reputational risk; global macroeconomic risks; risks
arising out of the dispersion of the Group's operations, the
locations of its businesses and the legal, political and economic
environment in such jurisdictions; competition; legislation and
regulations in the jurisdictions in which the Group operates;
changes in the credit ratings or outlook for the Group; market,
interest rate, commodity price, equity price and other market
risks; foreign exchange risk; financial market volatility; systemic
risk in the banking industry and among other financial institutions
or corporate borrowers; cross-border country risk; risks arising
from operating in markets with less developed judicial and dispute
resolution systems; risks arising out of hostilities, terrorist
attacks, social unrest or natural disasters; risk of the price of
the New Ordinary Shares falling below the Issue Price; failure to
generate sufficient level of profits and cash flows to pay future
dividends; risk of dilution for shareholders not acquiring New
Ordinary Shares; and risk of dilution resulting from any future
issue of Ordinary Shares. These factors should not be construed as
exhaustive and should be read with the other cautionary statements
in this announcement and the Prospectus, when published. Moreover,
new risk factors may emerge from time to time and it is not
possible to predict all such risks or assess their impact for
disclosure in this announcement. Any forward-looking statement
contained in this announcement is based on past or current trends
and/or activities of Atlas Mara should not be taken as a
representation that such trends or activities will continue in the
future. No statement in this announcement is intended to be a
profit forecast or to imply that the earnings of the Company for
the current year or future years will necessarily match or exceed
the historical or published earnings of the Company and/or the
Group. Each forward looking statement speaks only as of the date of
the particular statement. Except as required by the Financial
Conduct Authority (in its capacity as the UK Listing Authority), or
the listing rules, the disclosure guidance and transparency rules,
the prospectus rules (each as made under Part VI of FSMA, as
amended), or the London Stock Exchange or otherwise by law, the
Company expressly disclaims any obligation or undertaking to
release publicly any updates or revisions to any forward-looking
statements contained herein, whether as a result of any change in
events, conditions or circumstances or otherwise on which any such
statement is based. Investors should consult the disclosures we
have made in our annual report and other announcements relating to
risks the Group faces and which are available on our website. In
addition, the Prospectus will contain a detailed discussion of the
factors that could affect the Company's future performance. In
light of the risks that the Company faces, uncertainties and
assumptions, the events described in the forward-looking statements
in this announcement may not occur.
This information is provided by RNS
The company news service from the London Stock Exchange
END
AGRQFLBLDQFLBBV
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June 21, 2017 02:31 ET (06:31 GMT)
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