OPA Saham declared admissible

The AMMC has just declared admissible the proposed public tender offer for the Saham Assurance shares at a unit price of 1,450 dirhams. Resumption of listing of the value is scheduled from Thursday, November 29.

We know a little more about the proposed takeover bid (OPA) filed on October 12 with the AMMC which will seal the deal of acquisition of Saham Group's insurance subsidiaries by the South African Sanlam . The takeover bid will therefore cover all the shares not held by the initiators of this transaction, namely Sanlam Emerging Markets Ireland (Saarlings), Saham Finances, Saham Insurance (Saham SA) and Saham Finances Participations, for a total of 823,844 shares. representing 20% ​​of the capital and voting rights, it being specified that Sanam Holding and Said Alj have undertaken not to bring the securities they hold in Saham Assurance, ie 885,280 shares, to the said takeover bid. Taslif is also concerned by the OPA. By common agreement between the initiators of the offer, Saham Finances Participations acquires all the shares contributed to the offer. Given the mandatory nature of the offer, no threshold of renunciation is envisaged by the initiators in the context of the offer. For its part, the AMMC claims to have examined the characteristics of the proposed offer in light of the principles set out in the law on public offerings on the stock market, in particular the principles of transparency and equal treatment of shareholders.

Equality of treatment ensured
As such, the authority noted that the criterion of equal treatment is respected insofar as the offer is aimed at all holders of Saham Assurance shares not owned by the originators, Sanam Holding and Said Alj. In addition, the price per share used in the tender offer amounts to DH 1,450 per share. Multicriteria analysis led to this valuation after assessing several methods, in particular the stock market approach, which showed a value of 1,443 DH. The method of discounting future cash flows has set the share price at 1,429 dirhams. The stock exchange method, for its part, showed the price of 1,427 DH. The reference transaction method: this method consists in valuing a company on the basis of the prices at which transactions were made on its capital at a recent date (Moulay Hafid Elalamy declared having sold on August 3, 2017, 210,501 Saham shares Insurance at the unit price of 1.450 DH). In addition, Saham Group announced on March 9, 2018, that the price of the takeover transaction of Saham's insurance subsidiaries by Sanlam included a valuation of Saham Assurance at 1,450 DH per share. In the end, the price per share used in the context of the takeover bid amounts to DH 1,450 per share. With regard to Taslif, the offerors offer the other shareholders of the financing company the possibility of acquiring their shares at a price of DH 24 per share and their rights of allocation at a price of DH 200 per right. The public tender offer will concern all the shares not held by the initiators acting in concert within the meaning of Article 10 of Law 26-03 mentioned above, ie a total of more than 1.55 million shares representing 7.25% of the capital and voting rights of Taslif. In addition, the offer also covers the 348 allocation rights outstanding relating to the capital increase by incorporation of reserves carried out in 2004.

The AMMC then submitted the draft offer to the Minister of the Economy and Finance – pursuant to Article 29 of Law 26-03 – and this "with a view to assessing the said project with regard to the interests strategic national economies, "reads the OPA's admissibility notice published by the market authority. The Minister of the Economy and Finance suddenly made no objection to the proposed takeover bid. The timetable of the operation has not yet been set. It must be previously validated by the Casablanca Stock Exchange. The quotes of Saham Assurance and Taslif are expected to resume Thursday, November 29, after a month and a half of suspension. As a reminder, on March 8, 2018, the Saham and Sanlam groups, partners in the insurance business in Africa, had reached an agreement whereby the Sanlam group will increase its shareholding in Saham Group's insurance subsidiaries to 46.6 million euros. % 100%.