National Bank of Kenya Moi Avenue Branch in Nairobi. FILE PHOTO | NMG
.
In takeovers of publicly
traded firms, the target company is usually required to vote on whether
or not it should be delisted prior to its acquisition.
This
is designed to ensure that dissenting investors are given an
opportunity to exercise their option of declining the offer and
remaining part owners in a listed company.
However,
since the government controls a combined 93.23 percent stake in the NBK
through the Treasury and National Social Security Fund, the lenders have
decided to skip a delisting extraordinary general (EGM) meeting for NBK
shareholders due to government’s support of the buyout.
“One
of these conditions (of the offer) is that the NBK shareholders should
approve the de-listing of NBK from the NSE. This would require an EGM
and because none is planned, KCB will be required to waive this
condition,” NBK says in a circular to shareholders.
The government’s stake has cleared the path for KCB to complete the acquisition in record time.
Failure to hit the 90 percent threshold has derailed delisting plans of NSE firms such as Unga Group
and Express Kenya
.
KCB will also be in a position to forcefully buy out any dissenting NBK shareholder.
“If
the offer is accepted by NBK shareholders holding 90 percent of the
offer shares, KCB intends to apply the provisions of the Take-Over
Regulations and Part XXIV, Division 4 of the Companies Act, 2015 to
compulsorily acquire the remaining shares of NBK,” KCB says in its
takeover document.
The offer, at the rate of one KCB share for 10 NBK shares, opened on Wednesday and will close at the end of next month.
Listing of the additional KCB shares, that will be allotted to existing NBK owners, will be on September 16.
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