28 June 2024
Camellia
Plc
(the
"Company" or the "Group")
Update on BF&M
Transaction and change of name of Nominated
Adviser
Update on BF&M Transaction
Further to the most recent update on
the disposal of the Company's 36.9% shareholding in BF&M to
Argus Group provided in our trading update on 6 June 2024, BF&M
Limited ("BF&M") and Argus Group Holdings Limited ("Argus")
announced today that the two companies plan to amalgamate (pursuant
to Bermuda law), subject to receipt of appropriate shareholder and
regulatory approvals (the "Amalgamation").
This announcement by BF&M and
Argus establishes a way forward for regulatory approval of the sale
of Camellia's holding of BF&M shares to Argus (the "Sale").
The Amalgamation is expected to take place after the
completion of the Sale and special general meetings of BF&M and
Argus. As previously announced, we expect the completion of the
Sale will take place in the latter part of 2024.
To facilitate the timely completion
of the Sale and the Amalgamation, Camellia and Argus have agreed
that up to $50 million of the agreed $100 million consideration
payable to Camellia for the BF&M shares may be deferred in the
form of interest-bearing loan notes with a maximum one year
term. The Sale is conditional on regulatory approvals and
Argus financing. Any loan notes issued will be secured by a
pledge over the shares of the buyer and a guarantee from Argus
prior to the Amalgamation and, following completion of the
Amalgamation, guaranteed by BF&M, the ultimate parent company
of the amalgamated entity. If any of the consideration is
deferred, Argus will be incentivised to pay down the loan quickly.
The Company will provide further updates as appropriate.
Change of name of Nominated Advisor
The Company announces that its
Nominated Adviser and Broker has changed its name to Panmure
Liberum Limited following completion of its own corporate
merger.
This announcement contains
inside information for the purposes of the UK Market Abuse
Regulation.
Enquiries
Camellia Plc
01622 746655
Byron Coombs, Chief Executive
Officer
Oliver Capon, Chief Financial Officer
Panmure Liberum
020 7886 2500
Nominated Adviser and Broker
Emma Earl
Rupert Dearden
H/Advisors Maitland
PR
William Clutterbuck
07785 292617