Friday Sep 20, 2024
Friday Sep 20, 2024
Monday, 17 February 2020 01:30 - - {{hitsCtrl.values.hits}}
The Board of Sunshine Holdings PLC (SUN) has authorised in principle a restructure in order to increase their exposure in the FMCG segment.
The restructure will be facilitated as follows:
SUN and Pyramid Wilmar Plantations Ltd. (PWL), who are parties acting in concert by way of holding 60:40 shareholding in Estate Management Services Ltd. (EMSPL), to infuse equal amounts as equity for a 50% stake each in a new holding company to acquire 150,937,043 ordinary shares of Watawala Plantations PLC (WATA) currently held by EMSPL at market price. The transaction will result in SUN’s effective stake in WATA reducing by 7.42%. This divestment shall be used to part fund the increase in exposure in the FMCG segment. The said transaction shall not give rise to a mandatory offer despite it being a transaction that constitutes over 30% of the stake in WATA since the sale of WATA shares by EMSPL to the New Holding Company is a restructure where the ultimate ownership of the 74.24% stake lies with the same parties acting in concert
SUN shall acquire the remaining 40% stake of PWL in EMSPL, becoming the sole owner of EMSPL thus effectively holding 100% of the shareholding in Watawala Tea Ceylon Ltd. which owns brands such as Zesta, Watawala and Ran Kahata
Post these transactions, in terms of Sec. 242 (1) of the companies Act No. 07 of 2007, EMSPL shall amalgamate with Sunshine Holdings PLC, following which EMSPL shall cease to exist and Watawala Tea Ceylon Ltd. shall become a fully-owned subsidiary of Sunshine Holdings PLC
The transactions will be subject to the approval of the shareholders of Sunshine Holdings PLC by way of a Special Resolution, being major transactions for SUN. The Board of Sunshine Holdings PLC will send out a circular to shareholders on the details of the transaction shortly along with the notice of meeting.
