Minority shareholders of the Trinidad and Tobago listed Berger Paints are set to get a 67 percent premium on their shares, with Ansa Coatings offer of TT$6.76 for the shares.
The shares were trading at TT$4.05 on the last trading day, prior to the public announcement of the takeover by the Ansa Coatings.
On July 31, Ansa completed the purchase of 500,000 shares from Chan Ramlal Limited being 9.69 percent of the issued shares at the price of offer price. The transactions triggered an obligation by the Group to make a mandatory bid for the remaining shares at the price paid for the Chan Ramlal shares.
According to Ansa, “a consequence of the LBOH Acquisition and the purchase of the Chan Ramlal shares, ACI is the beneficial owner of 3,613,011 Shares and the registered owner of 500,000 Shares amounting in total to 4,113,011 Shares and together with the 60,606 Shares owned by Sissons Paints Limited, ANSA McAL is the deemed beneficial owner of and controls approximately 80.86 percent of the issued share capital of Berger.”
Berger Paints’ Jamaica minority shareholders were offered a negative price to that at which the stock was trading at locally, which was rejected by shareholders, holding 94 percent of the minority shares.
67% premium for Berger T&T
Sagicor out C&W in TOP 10
JMMB Group Traded at a new high of $27.99 on Friday.
In a week when Jamaica Stock Exchange main market closed at record high each day, JMMB Group that IC Insider.com said was itching to rise, surged to an intraday high of $27.99 and ended at a record close of $25.11 but still remains in the TOP 10 Main market stocks.
Cable and Wireless is the only new entrant to the listings, just edging out Sagicor Group in the main market, there were no new change to the Junior Market list. With the company now clearly in the profit lane things should be getting even better in 2018 making it a long term investment proposition. Barita Investments came in for increased selling in late September and still remains under pressure with limited buying interest, as investors await details of the offer from Cornerstone, to acquire majority shares in the company. This could be a case of investors missing the bus by waiting, with the net asset value at $7 as of June this year and the price just 10 percent above.
Trading in shares of Berger Paints was suspended on Thursday with resumption scheduled for October 17, the stock has been trading ahead of the price of $10.88 offered by Ansa Coatings and should be trading in the $20 region, and is clearly one for the future with growth taking place in the construction sector. 
All indications suggest that very few shareholders will take up the offer when it closes at the end of Monday.
Investors appear to have switched attention from Junior Market to main market stocks, with the latter seemingly set to break through short term resistance around 300,000 points on the all Jamaica Index on the way to the next major resistance at 365,000 point range.
The average PE ratio for the Junior Market Top stocks is at 7.7 and a PE at 7.1f or the main market TOP 10. The average PE for the overall main market trades at 13.6 and 13.2 for Junior Market, based on 2017 estimated earnings.
At the close of the week, IC Insider.com’s TOP 10 stocks now trade at an average discount of 42 percent to the average of the market for Junior Market Top stocks and it remains at 48 percent for the main market.
Berger shares suddenly suspended
Trading in Berger Paints shares surprisingly suspended on Thursday
Trading in shares of Berger Paints Jamaica has been suspended effective with the opening of the market on Thursday, October 5, apparently based on a request from the company on Wednesday and to the surprised of investors.
Information gleaned is that the request if for the shares to be suspended up to and including Friday, October 13. The request is very strange and unusual, with the buyout offer set to expire on Monday October 9. IC Insider.com gathers that, Rule 411b of the Stock Exchange states that a listed company may make application in writing and accompanied by certified copy of the resolution of the board requesting the suspension stating in writing the reasons for the suspension.
It unclear, to what extent the above rule was complied with. IC Insider.com gathers that the regulatory arm of the exchange had several calls on the matter and are seeking clarification on the matter.
With most shares kept in an electronic form the need for suspending trading is not warranted and worse for the request to go beyond Monday is unnecessary. Persons making the request are not taking in consideration investors and the need to keep trading in the share open for their convenience. The suspension request is raising concerns that there are persons who want to unduly influence investors to dispose of their shares to Ansa Coatings, even when there is no evidence that the shares will be well accepted and lead to delisting of the company.
The offer to buy the minority shares of Berger followed Ansa Coatings gaining majority shares when they acquired to parent company and resulting in a mandatory offer for the rest. The price offered is $10.88 per share but the stock has consistently traded above this level since March this year.
Offer for Berger not serious
Minority shareholders in the Jamaican based Berger Paints have been made an offer to purchase the 104,990,171 ordinary shares that are not owned by the Trinidad based, Ansa McAl group.
The offer is priced at $10.88 per share, well below the price the stock has been trading at for most of 2017 and ever since the company posted strong increased nine months results in early February, re-enforced by earnings of $1.47 per shares for the full year to March, from a 15 percent increase in revenue. With an 11 percent increase in the first quarter to June this year to $23.4 million even as sales declined due to what the company says to inadequate cement supplies.
According to the offer document, from February 12 and March 11 this year, 659,600 units were traded between $10.99 and $13.56. A total of 834,100 units were traded from March 12 to April 11 at $11.41 to $14.49, thereafter until August 11, the trading range was $13.01 to a high of $23.90 with more than 2 million shares trading. In trading in the early morning session on Thursday 65,035 units were sold down to $13.
Berger Paints traded at a 52 weeks’ high of $23.50 earlier this year.
The offer document states that if the group gets 80 percent or more of issued shares, then they will apply to the Jamaica Stock Exchange to have the shares delisted. That of course is an unlikely development at the current offer price. More than 64 million shares or 30 percent of the issued shares are owned by savvy investors comprising 6 shareholders who are unlikely to accept such a low offer. Any success must have the consent of the majority of these holders.
Local stocks are trading at an average of more than 13 times 2017 earnings and that would place a value of Berger shares at $19 to $22 per share. Going forward, with economic activities picking up, profits should rise even more than at the current levels and would put the value of the stock at a higher level than the above range.
Berger to have new owner
Berger Paints Jamaica along with the Berger Paints in Trinidad and Tobago and Barbados will have new owners, later this year as Ansa Coatings International (ACIL), a subsidiary of the sprawling Trinidad and Tobago conglomerate, ANSA McAL Group entered into an agreement with Berger International Private Limited to acquire Lewis Berger (Overseas Holding) Limited.
Lewis Berger (Overseas Holding) owns 51% of the issued share capital in Berger Paints Jamaica. Berger Paints Trinidad and Tobago is 70 percent owned by its parent Lewis Berger and is listed on the Trinidad and Tobago Stock Exchange and last traded on June 12, at TT$4.05, but trades infrequently. Berger Paints Barbados Limited is owned fully by the parent company.
The combined Berger Caribbean business net sales is put at US$35 million, a statement by Ansa McAl states. The completion of the transaction is subject to conditions set out in the agreement between BIPL and ACIL. ANSA Coatings and its subsidiary, produces, market and distributes coatings in the categories of decorative and architectural, wood finishes, automotive, light and heavy duty industrial and marine under the following brands: Penta, Sissons, Glidden, Nexa Autocolor, Aquabase Line, Devoe and International.
Group Chairman and Chief Executive of the ANSA McAL Group, A. Norman Sabga noted that the acquisition will further enhance the Group’s position in the Caribbean architectural coatings market. “Berger is best known for its well-positioned paint brands throughout the region. The architectural coatings industry has enjoyed a period of healthy innovation over the last decade.
Carib Beer brewed in Trinidad by Ansa McAl Group
Through this acquisition, we hope to address an expanded customer base with a broader suite of product offerings and superior levels of customer service and support”, Sabga concluded.
At this stage it is unclear exactly how the new owners when the deal is concluded will move forward with the expanded paint group. The acquisition has far reaching ramification for ANSA Coatings. This means that products imported into Jamaica from Trinidad can be produced in the plant in Jamaica while the two plants in Trinidad can be merged into one, both actions would result in significant savings and improved profit margins. The Barbados could be served by exports out of Trinidad.
ANSA McAL is a diversified Public Conglomerate, listed on the Trinidad and Tobago Stock Exchange, with subsidiaries in Trinidad and Tobago, Barbados, St. Kitts and Nevis, Guyana, Grenada and the USA and involved in the manufacturing, brewing, insurance, finance, real estate, media, shipping, trading/distribution and automotive and industrial equipment retailing sectors.
JSE board needs a huge shake up
Ian McNaughton, Chairman of the Jamaica Stock Exchange.
The Jamaica Stock Exchange needs to heal itself and fast, since no one else seems able to do so yet. There are some startling truths about Jamaica but not many persons want to talk about them.
The fact that we are seeing a repeat of this problem is a clear indication that there needs to be changes at the board level of the JSE.
One such truth, stock exchange board is not running the exchange in the interest of the wider investing public. The other is that the Financial Securities Commission is almost a waste of taxpayers’ money whether by government subvention or fees paid directly or indirectly by investors. If that were not the case how can the country explain that Berger Paints’ directors could make false statements about the acceptance and value of Berger Paints shares in response to Ansa Coatings offer to buy out minority shareholder and no one in authority called them to book and got them to support their claims with evidence.
In July this year, Express Catering shares were not being traded as demand exceeded supply by a wide margin and pushing the equilibrium price well ahead of prices that the circuit breaker rule at the JSE permitted. The stock did not trade for a number of days after listing, left to the rules as was being practiced, the stock would have taken much longer to trade than it finally did after management intervened. The same thing is now happening to FosRich shares that have not traded after two days of listing, with demand exceeding supply well above the permitted price of the JSE. When Wisynco and VM Investments list, one can expect the same situation to occur, unless the rule is modified.
Having hand the problem several months ago it seems implausible that the JSE has not moved speedily to correct what is clearly a problem when IPOs start trading. Why has the stock Exchange board not moved to correct what is clearly a problem for new listings. Why has the FSC not intervened to ensure it get sorted out, before new listings come to market?
Lest face some facts, time is money. The FosRich issue closed on December 4, as such, investors who would like to sell have to wait for nearly a month to be able to get their money out based on the Jamaica Stock Exchange price restriction. In the cases of Wisynco and VM Investments the situation will be vastly worse with both having protracted period to announce the allocation of shares much yet listing.
The Junior Market of the exchange has demonstrated the power of share ownership, to radically transform the economy and the wider society. Alas enough effort is not being given to it, the mechanical application of the circuit breaker rule is one such factor that is negatively affecting the market.
Finally, the Berger Paints takeover offer is once more pointing to the fact that a rule meant to protect minorities is not doing so at all, if it did how can one explain the fact that just over 6 million shares were surrendered as a result of the Ansa’s bid with the shares trading up to $18 since compared to an offer on $10.88. Clearly the big investors did not sell so it must be much smaller investors who are not adequately informed.