Camellia PLC Sale of holding in BF&M Limited (8288B)
2023年6月6日 - 8:00PM
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RNS Number : 8288B
Camellia PLC
06 June 2023
6 June 2023
Camellia Plc
(the "Company" or "Camellia")
Sale of holding in BF&M Limited ("BF&M")
Camellia is pleased to announce it has entered into an agreement
for the sale of its entire holding of 3,394,403 shares
(approximately 36.9%) in BF&M, one of its associate companies,
to Bermuda Life Insurance Company Limited, a subsidiary of Argus
Group Holdings Limited for a cash consideration totalling US$100.0
million (approximately GBP80.4 million), a premium of 34% to the
closing price of a BF&M share on 5 June 2023 and a premium of
31% to the book value of Camellia's holding as at 31 December 2022.
Any special dividend declared and paid by BF&M (if any) between
the signing of the agreement and completion will be deducted from
the cash consideration. This sale represents a further step in
Camellia's policy of divesting non-core assets.
The disposal is conditional on the satisfaction of certain
conditions, including regulatory and tax approvals and
notifications in a number of jurisdictions, and the satisfaction of
customary conditions precedent. Subject to the satisfaction or
waiver of these conditions, completion is expected in Autumn
2023.
It is possible that taxes and/or fees may become payable in
securing the necessary pre-closing approvals and notifications
although such amount cannot be determined until the required
applications have been submitted. If Camellia's share of such items
exceeds agreed thresholds then the Company has the ability to
terminate the contract should it so wish. The purchaser has the
same termination right in respect of their share of such costs.
Whilst completion of the transaction is not expected until Q4
2023 and therefore the exact use of proceeds may vary depending on
circumstances between now and completion, the receipt of the funds
realised by this sale, together with funds raised from the disposal
of other non-core assets, will enable the Company to accelerate its
development programme and continue to diversify its agricultural
production by crop and geographic location. The Board considers
Camellia's shares to be significantly undervalued and, in the event
of any surplus funds arising, will also therefore consider the
merit of returning these to shareholders by means of a share
buy-back. The Company may, in the meantime, undertake a modest
buyback exercise in accordance with the authority given at the
Annual General Meeting.
BF&M Limited is the holding company of the BF&M group of
companies ("BF&M Group") which is a Bermuda listed insurance
group operating in Bermuda and the Caribbean. The two largest
operating companies within the BF&M Group are BF&M Life
Insurance Company Limited, a leading provider of life, health and
pensions products, and BF&M General Insurance Company Limited,
the leading general insurer providing all forms of property,
casualty, motor and marine products.
Over recent years BF&M's results have been volatile and in
2022 have been materially adversely impacted by the fluctuations in
financial markets and this, together with increased underwriting
exposure, has led Camellia to view this investment as beyond its
risk appetite.
In the year ended 31 December 2022 Camellia's share of the
results of BF&M was a loss of GBP3.7 million (2021: profit of
GBP6.4 million).
Camellia's net assets attributable to the BF&M holding as at
31 December 2022 was GBP61.5 million and the value of the shares
using the closing price for BF&M shares on 5 June 2023 was
GBP59.9 million. The sale is expected to generate a gain on
disposal which will be calculated at completion of the
transaction.
Argus Group Holdings Limited is significant Bermuda listed
multi-line insurance and financial services organisation offering a
full range of insurance, pensions and investment products
internationally.
This announcement contains inside information for the purposes
of the UK Market Abuse Regulation.
Enquiries
Camellia Plc 01622 746655
Malcolm Perkins, Chairman
Susan Walker, Chief Financial Officer
Panmure Gordon 020 7886 2500
Nominated Adviser and Broker
Emma Earl
Rupert Dearden
H/Advisers Maitland
PR
William Clutterbuck 07785 292617
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END
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June 06, 2023 07:00 ET (11:00 GMT)
Camellia (LSE:CAM)
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