Border Timbers Limited (BTL) shareholders have agreed to sell 35% of the company’s shares to Cicada Plantations Zimbabwe Limited (CPZ). This will result in Cicada making a mandatory offer for the remainder of the shares in line with stock exchange rules.

In a circular to its shareholders in August 2023, it was announced that CPZ put forward an offer to acquire 100% of BTL’s issued share capital in exchange for its shares, resulting in the immediate termination of BTL’s Zimbabwe Stock Exchange listing.

It was revealed that should the offer be accepted, the purchase consideration at the effective date was to be settled via the issuance of one new CPZ share in exchange for every 1 1079 BTL shares held, representing 100% of BTL’s issued ordinary shares.

This would result in the issuance of 38 758 568 new CPZ shares to the shareholders of BTL, making the latter a wholly-owned subsidiary of the former, which intends to list on the Victoria Falls Stock Exchange within 24 months.

The listing would follow CPZ’s intended acquisition of BTL and the Chipinge-based farmer, Makandi Estates Private Limited.

“Following the circular that was issued to shareholders on Friday July 28, 2023 and the subsequent resolution approving the same at an extraordinary general meeting held on Friday August 28, 2023, the board wishes to notify its stakeholders and the investing public of the fulfilment of all the conditions precedent to the transaction,” BTL said in a its new notice.

“The offer was accepted by Border Timbers Limited shareholders representing not less than 35% of the total BTL shares [control block]; Cicada Plantations Zimbabwe Limited notified the remaining shareholders of BTL of the secondary offer; The Reserve Bank of Zimbabwe Exchange Control approved payment of the offer consideration in the form of CPZ ordinary shares to non-resident shareholders.”

BTL added that the Competition and Tariff Commission deemed the transaction to be a non-notifiable transaction.

“The Zimbabwe Revenue Authority approved the acquisition of the BTL shares by CPZ and issued a capital gains tax clearance certificate. As a result, all BTL shareholders who have accepted the offer will be issued Cicada Plantations Zimbabwe Limited shares in accordance with the terms of the transaction,” BTL said.

“BTL shareholders who had not accepted the offer will remain shareholders in BTL.”

The BTL shares register was closed and later reopened yesterday to effect the new shareholding structure.

CPZ is owned by Cicada Plantations Investment Limited, a Mauritius-registered company, invested in Zimbabwe under a Zimbabwe Investment and Development Authority licence.

Following the acquisitions, the CPZ group structure will include Cicada Katiyo, Northern Farming, Makandi and BTL.