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DEAL: Custodian Investment agrees to buy majority stake in UPDC

Custodian Investment announced on Monday to acquire a 51% stake in UPDC, a real estate company owned by UACN.

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DEAL: Custodian Investment agrees to buy majority stake in UPDC

Custodian Investment announced on Monday to acquire a 51% stake in UPDC, a real estate company owned by UACN. This is confirmed in a press release posted on the website of the Nigerian Stock Exchange.

UACN announced plans to spin off its investment in UPDC in 2019 after multiple years of losses and value accretion threatening to undermine the going concern status of the parent. Last June, UPDC announced it has raised N16 billion from the right issue as it prepared for its unbundling.

In separate press releases between Custodian and UACN, the duo agreed to a sale of 51% or 9, 465, 584, 668 ordinary shares of UPDC in a transaction that will occur in two phases.

Deal Details

  • An initial sale of 5.1% of UPDC will be sold to Custodian Investment
  • The second sale of 45.9% of UPDC will then be sold to Custodian Investment
  • The companies did not reveal timelines for the consummation of the deal
  • Due to this deal, UACN will stop its unbundling plans for UPDC
  • The deal is subject to regulatory approvals.
  • The purchase consideration was yet to be disclosed, however, UPDC has a market capitalization of N15 billion while Custodian has a Market Capitalization of N30 billion as at press time.

What they are saying

The CEO of Custodian, Wole Oshin and his counterpart in UACN, Folasope Aiyesimoju also commented on the transaction providing reasons for consummating the deal.

  • According to Wole Oshin of Custodian Investment, “The rationale for the Transaction is that Custodian and UAC share the view that their ambitions for capturing opportunity in the real estate industry will be better achieved working in partnership.”
  • Custodian also believes the transaction “will provide Custodian with a platform to capture arising real estate opportunities. It also immediately provides recurring cash flow visibility and attractive yields as a result of its direct exposure to Nigeria’s leading real estate investment trust (“UPDC REIT”) with a track record of profitability and annual dividend distribution which offers a good compliment for our product portfolio.”
  • According to Folasope Aiyesimoju, Group Managing Director of UAC, “UAC received a credible offer from Custodian. The terms of the offer compelled the Board to re-evaluate the planned approach to de-consolidate UPDC and influenced the Board’s decision to proceed with the sale of a portion of UAC’s interest in UPDC to Custodian, effectively putting an end to the UPDC Unbundling.”

What they stand to gain from this deal

The two companies also revealed what they stand to gain from this transaction. According to Custodian, it decided to acquire for the following reasons;

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  • The company claims it is attracted to the ‘recurring cashflow visibility from UPDC REIT citing the huge cash flow it hopes to enjoy from rental income
  • “The UPDC REIT is highly cash generative with recurring income streams. It has distributed an average of N1.4 billion p.a. over the last five years. Rental income from UPDC REIT is underpinned by leases with first-tier tenants. This presents a good match for our business.”
  • Custodian also mentions the N10 billion in assets for sale on the books of UPDC which it will focus on “realising”.
  • For UAC, while it will no longer be pursuing its deconsolidation strategy for UPDC, it will still retain part ownership of the company but will cease to have it as a subsidiary of UAC operating as a standalone.
  • UPDC will now be a subsidiary of Custodian Investment.

UPDC’s Challenges

  • UPDC reported a loss after tax of N15.8 billion in 2019 and has accumulated over N33 billion in losses since 2016.
  • However, its REIT business has faired better reporting a pre-tax profit of N816.5 million in the first half of 2020. It has consistently declared dividends.
  • UPDC collected about N956 million in cash distribution from UPDC Reit in 2019 alone.
  • UPDC has undergone several restructuring since Themis Capital acquired majority ownership in UACN in 2018. However, it was unable to stop the hemorrhaging of losses.

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Corporate deals

AirSmat joins NVIDIA Inception

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AirSmat today announced it has joined NVIDIA Inception, a program designed to nurture startups revolutionizing industries with advancements in AI and data sciences.

AirSmat is focused on helping businesses harness the power of drone and satellite data.

Our approach in capturing data, ingesting data to our platform, and processing same in an intelligent way and its ability to digest large amounts of data and draw precise conclusions will help businesses gain insight into creative, beneficial strategies for the future.

We are starting out with data intelligence in farming. AirSmat is on a journey to ensure food security in Nigeria and the African continent by helping farmers and farm owners have access to useful intelligence that helps them take proactive steps to solve problems on their farms before the harvest season.

With this, we are sure of maximum yield for farmers, increased profitability, and cascading effect of food security for Nigerians and everyone on the continent. We are starting out in Nigeria, but our market is Africa.

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NVIDIA Inception will allow AirSmat the needed tailwind for AirSmat and the implication is clear – Artificial Intelligence capabilities development on a steroid.

AirSmat will not only network with fellow startups, venture capitalists, and industry leaders at exclusive Inception events but have access to industry-leading technical guidance on which GPU-accelerated platforms, tools, and hardware in addition to co-marketing support from NVIDIA marketing channel.

The program will also offer AirSmat the opportunity to collaborate with industry-leading experts and other AI-driven organizations.

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“Being part of NVIDIA accelerator program is a major milestone in our journey to build a world-class pan-Africa AI-driven business” AirSmat CTO, Adeoluwa Ibikunle reiterated.

According to the CTO, “AirSmat’s simple goal is – Using AI, we save farmers and farm owners valuable time and resources in identifying problems on their farms before these affect the yield of the planting season; being part of NVDIA accelerator program is the best thing that has happened to AirSmat as it will help us to achieve this goal with precision.”

NVIDIA Inception is a program that helps startups during critical stages of product development, prototyping, and deployment.

Every Inception member gets a custom set of ongoing benefits, such as ​NVIDIA Deep Learning Institute​ credits, marketing support, and technical assistance, that provides startups with fundamental tools to help them grow.

About AirSmat

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AirSmat was founded on the belief that Artificial Intelligence will shape the future.

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We provide cutting edge AI solutions to many rapidly growing industries adopting drones into daily operations by helping to transform the way businesses collect, manage, and interpret drone data. We help businesses unlock the power of drone and satellite data.

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Corporate deals

Multichoice acquires 20% stake in BetKing

The value of the deal is said to be worth R1.8 billion.

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Multichoice acquires 20% stake in BetKing, MultiChoice partners Walt Disney

South African pay TV operator Multichoice has announced that it acquired a 20% stake in BetKing, a gambling company with major operations in Nigeria. The value of the deal is said to be worth R1.8 billion.

The BetKing 20% acquisition was disclosed this week by Multichoice CEO, Calvo Mawela, during a news briefing to discuss MultiChoice’s new deals.

READ: CBN allows banks to pay winnings, salaries for 7 banned betting & gaming companies

READ: Africa: South African unemployment rises to 17-year high of 30.8%

What you should know 

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Nairametrics reported in 2018 that an estimated 60 million Nigerians between the ages of 18 and 40 were involved in active sports betting, with almost ₦2 billion being spent on sports betting daily in Nigeria. This translates to nearly ₦730 billion in a year.

Several sports betting companies have emerged in the country, such as Bet9ja, Nairabet, Merrybet, Naijabet, BetKing, Sporting Bet, Surebet24, and many others.

READ: Is online sports betting really profitable?

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READ: Is there trouble in paradise for the South African economy?

Nairametrics reported in July that BetKing announced a sponsorship deal with the Football Kenya Federation (FKF). This was adjudged the biggest sponsorship deal in the history of Kenyan football.

Valued at $11 million (1.2 billion Kenyan shilling), the new sponsorship deal will end in 2025. According to the FKF, each club in the Kenyan league will receive 8 million Kenyan Shillings a year ($1= 107.85 Kenyan shillings) thanks to this partnership.

MultiChoice CEO added that sport betting augments their business as sport is major revenue source for the company. He also stated that BetKing has grown fast in Nigeria and plans on expanding to South Africa.

“We have a lot of sport on our platform, and many people that are betting watch more games.” he said.

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READ: Key ‘side-hustles’ Nigerian Bankers supplement their income with

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READ: Is sports betting gradually making Nigerian youths lazy?

“They plan to be pan-African and will be entering South Africa at some stage too,”

Reuters reports that the deal would be valued at $81 million upfront, “with a further $31 million performance-dependent payment possible later.”

READ: DEAL: Nigerian Breweries and NFF sign sponsorship agreement

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Corporate deals

CAP Plc set to merge with Portland Paints and Products Plc.

CAP Plc and Portland Paints have taken a decision to merge their respective businesses in accordance with applicable laws.

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CAP Plc

The Board of Directors of Chemical and Allied Products Plc (CAP Plc), and Portland Paints and Products Plc (Portland Paints), have decided to merge their respective businesses in accordance with applicable laws to drive growth and expansion within the Nigerian and African markets.

This is according to a press release signed by Bolarin Okunowo, the Managing Director of Portland Paints, made available on NSE, Monday, 26th October 2020.

READ: Big players in Paints and Coatings industry suffer 52% profit loss in the first 6 months of 2020

The completion of the proposed merger is subject to approvals being obtained from the Federal Competition and Consumer Protection Commission, the Securities and Exchange Commission (SEC), The Nigerian Stock Exchange (NSE), the Federal High Court, as well as shareholders of CAP and Portland Paints.

READ: Meet the woman winning in a male-dominated paint market 

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What you should know

  • Should the proposed merger go ahead, CAP Plc will emerge as the resultant entity.
  • The proposed merger will be executed by way of a Scheme of Merger (the “Scheme”) in accordance with Section 711 of the Companies and Allied Matters Act, 2020, and other applicable laws, rules, and regulations.
  • The Scheme will involve the transfer of all Portland Paints Plc’s assets, liabilities and business undertakings including real property and intellectual property rights to CAP Plc.
  • In consideration for the transfer, CAP Plc is offering shareholders of Portland Paints a choice to receive N2.90 cash for every Portland Paints share held OR 1 new ordinary share of CAP Plc, credited as fully paid up for every 8 Portland Paints shares held.
  • The proposed consideration represents a 45% premium to the last traded share price of Portland Paints Plc on October 16, 2020, being the last business day prior to the date on which CAP Plc sent its merger proposal to the Board of Portland Paints and a 41% premium on the trading price as at close of trading on October 23, 2020.

READ: GNI lists shares on NASD after delisting voluntarily from NSE 

What they are saying

Commenting on the proposed merger, David Wright, Managing Director of CAP, said, “The decision to pursue the proposed merger, is driven by the Board’s strategic plan to aggressively grow within the Nigerian and African markets.

“We believe that the Proposed Merger presents a unique opportunity that will benefit all stakeholders, from shareholders to customers, as well as the broader economy. I am excited by the prospect of an enlarged company with a broader decorative paint portfolio covering the premium, mid-market and affordable segments and the inclusion of marine and protective coatings, all of which will benefit our customers and shareholders.”

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READ: Africa Prudential tops losers list following mark down

The Managing Director of Portland Paints, Bolarin Okunowo, submitted that “In recent months, the Board and Management of Portland Paints have evaluated various strategic options with a view to positioning our company to capture emerging growth opportunities.

“CAP Plc’s business is complementary to ours, and both companies will be better able to serve our respective customers by coming together. I believe the combination of Portland Paints and CAP will yield significant benefits for all of our stakeholders.”

Mutual shareholder

Portland Paints and Products Nigeria Plc – with 85.98% of the company’s issued share capital owned by UAC Nigeria Plc, manufactures and sells decorative, industrial, and marine/protective coatings for the construction of oil & gas industries in Nigeria. Portland Paints is the Nigerian representative of Hempel. It is listed on the NSE.

Chemical and Allied Products Plc (CAP) – a subsidiary of UAC Nigeria Plc – which holds 51.49% of the company’s shares, manufactures and sells premium and standard paints and coatings, and is the sole technological licensee of Akzo Nobel Coatings International B.V. in Nigeria. It is listed on the NSE.

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