Tender Offer to Qualifying Shareholders of Union Assurance Company Plc
Greenoaks Global Holdings Ltd
Tender Offer to Qualifying Shareholders of Union Assurance Company Plc for
Up to 544,175,276 Ordinary Shares of 50 kobo each at N0.84 per share
Background
- Greenoaks Global Holdings Ltd (“Greenoaks”), a UK-based holding company whose primary business activities include insurance operations and principal investments, holds 6,970,922,000 ordinary shares of 50 kobo each of Union Assurance Company Plc (“Union Assurance” or” Company”), representing a 92.76 % equity stake.
- On April 15, 2015, Greenoaks announced its intention to make an offer to increase its equity stake in Union Assurance by the acquisition of up to 544,175,276 Ordinary Shares of 50 kobo each, representing 7.24% of the entire issued share capital of Union Assurance, by way of a Tender Offer.
- The Board of Greenoaks granted its approval for a Tender Offer to be made to all the other Shareholders of Union Assurance.
Summary of the Offer
The Offer:
Tender offer to acquire up to 544,175,276 ordinary shares or 7.24% of the issued and paid up capital of Union Assurance Company Plc
Offeror:
Greenoaks Global Holdings Ltd
Address of the Offeror:
Greenoaks Global Holdings Ltd, 3rd Floor, 95 The Promenade, Cheltenham, Gloucestershire, GL501HH, United Kingdom.
Offeror’s existing shareholding in Union Assurance:
6,970,922,000 ordinary’ shares of 50 kobo each, representing 92.76% of the total issued and paid up capital of Union Assurance.
Qualification Date:
November 21, 2014
Qualifying Shareholders
Shareholders (or the nominees, trustees and guardians of such Shareholders) who are recorded on the Register of Members on the Qualification Date and who are neither resident in, nor are citizens or nationals of a Restricted Jurisdiction,
Purpose of the Offer
To enable Greenoaks increase its maximum shareholding in Union Assurance up to an aggregate of 100% of the issued and paid up capital of Union Assurance
Offer Price:
N0.84 (Eighty-Four Kobo) per Ordinary Share Acceptance;
Acceptance
Qualifying Shareholder may only accept this offer by completing and executing the Acceptance Form (on pages 18 to 20 of the Offer Document) and delivering same to the Registrar, GTL Registrars Limited (at 2 Burma Road, Apapa, Lagos), within the Acceptance Period.
Acceptance Period:
The Offer was open for acceptance from April 15th 2015 until 5:00 pm (GMT +1) on May 20th 2015. The Acceptance Period is now being extended to June 19th 2015
Parties to the Offer
Financial Adviser – Chapel Hill Advisory Partners Limited
Solicitor – Banwo & Ighodalo
Registrars – GTL Registrars Limited
All holder of Union Assurance Company Plc ordinary share, with the exception of Greenoaks Global Holding Ltd.
