The merger of two finance companies, Taslif and Salafin, subsidiaries of Mr Said Al Alj’s Sanlam Emerging Markets Group and Sanam Holding and FinanceCom respectively, was completed 31 December 2018.
Indeed, Extraordinary General Meetings were held by Salafin and Taslif on the final day of 2018 to approve an equity issue reserved for Taslif’s shareholders and complete the merger between the two companies with Salafin acquiring Taslif and, in the process, deciding to keep its corporate name.
It is worth recalling that the merger of the two consumer credit companies, announced in January 2018, could have been completed much more quickly and certainly in less than the one-year period which had elapsed between announcing the deal and its completion.
And with good reason. A deal had been struck between Taslif, a Saham Assurance subsidiary, with Moulay Hafid El Alami and Said El Alj as shareholders, and Chairman Othman Benjelloun’s group.
This consisted of selling Taslif to Salafin, with the latter legally acquiring the former, without requiring any other authorisation or the need to consult the market.
And all the more so given the fact that the merger terms had been fixed and the deal price set at 24 DH per share on the open market.
Which meant that Taslif’s retail shareholders still had until 28 December to either sell their Taslif shares on the open market or wait to convert them into Salafin shares.
However, the sale of Saham Finances and therefore of its Saham Assurance subsidiary, Taslif’s majority shareholder to SEM, a South African company, resulted in a change in Taslif’s reference shareholder with Sanlam becoming, directly or indirectly, the majority shareholder.
As a result, Bank Al-Maghrib had to give its consent and approval to SEM becoming Taslif’s majority shareholder.
SEM was required to make a public offer to buy out minority shareholders.
This was followed by an application for Sanlam to be authorised as a finance company and an AMMC visa application for a Taslif takeover bid, not to mention Salafin’s visa application for an equity issue which was, however, inescapable.
Thus, a takeover bid for Taslif’s shares and rights was launched by SEM Ireland, Saham Finances, Saham SA, Saham Finances Participations, Saham Assurance, Sanam Holding and Mr. Said Alj, each being a direct or indirect shareholder in Taslif.
This takeover bid, whose details were outlined in a formal prospectus approved by the AMMC 4 October 4, was held 11-17 December.
It is worth specifying that that the offer was for 1,556,911 Taslif shares i.e. 7.25% of the company’s share capital at a price of MAD 24 per share.
The Stock Exchange published the results of this consultation Monday 24 December.
1,049,813 Taslif shares were tendered, representing 4.89% of the share capital.
38 shareholders thus sold their shares prior to the merger with Salafin, i.e. 67.43% of the offer.
A small holding of less than 4% owned by CDG accounted for a large portion of these shares.
The cost of this takeover bid to Sanlam Emerging Markets, for which it was responsible as TASLIF’s majority shareholder, amounted to more than MAD 25 million …
In addition, 17 December, the Moroccan Capital Markets Authority (AMMC) approved the prospectus in relation to Salafin’s equity issue in respect of the Taslif acquisition.
This issue was exclusively reserved for Taslif’s existing shareholders, modified somewhat by the results of the takeover bid, with the reference shareholder bolstered by some 5%.
The equity issue consisted of 550,577 shares, issued on the basis of precise terms of exchange.
In fact, the chosen exchange ratio was one SALAFIN share for 39 TASLIF shares.
In other words, based on the price of one TASLIF share being 24 DH, the price of one SALAFIN share was 936 DH.
The total size of the equity issue in question, including the issue premium, of course, and on the basis of a 100 DH nominal value, amounted to MAD 515,340 million.
This equity issue, aimed at attracting new shareholders within Salafin’s ownership structure, was put before Salafin and Taslif’s shareholders for their approval at EGMs held Monday 31 December 2018.
It was these two transactions that delayed the merger of these two finance companies, to the point that the EGMs had to be held on the deadline date of 31 December 2018, which could not be delayed any linger given the size of the merger in question and due to the aggravating legal circumstance of it being backdated to 1 January 2018, in accordance with the agreement signed between Taslif’s sellers and acquirers.
Taslif is therefore going to be delisted in favour of a new Salafin, bolstered not only with the assets and staff of the acquired company but with its customers and partners.
But Sanlam Emerging Markets, Taslif’s previous owner, has not finished with rearranging its operations in Morocco.
In fact, it expects to launch another takeover bid, on Saham Assurance, whose prospectus is due to be approved by the AMMC very shortly and which outlines the terms governing its acquisition of Saham Finances.
Afifa Dassouli
Original article : https://lnt.ma/details-de-lacte-final-de-labsorption-de-taslif-salafin/
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