21 Aug 2014 18:16
Completion of Acquisitions by Atlas Mara, Publication of Prospectus and Market Update
Atlas Mara Co-Nvest Limited ("Atlas Mara" or the "Company") announces the closing of its acquisitions of ABC Holdings Limited ("BancABC") and ADC African Development Corporation AG ("ADC"). In connection with these transactions Atlas Mara's ordinary shares and warrants were temporarily suspended from trading on 1 April 2014 when the Company announced its intention to acquire a majority of BancABC and make a voluntary public offer to acquire 100% of ADC.
With the successful completion of these acquisitions, Atlas Mara is now a fully operational entity and able to continue to execute its strategy of becoming Sub-Saharan Africa's premier financial institution.
Additionally, a prospectus dated today has been approved by the Financial Conduct Authority. It is in connection with the Company's application for readmission of its ordinary shares and warrants to a Standard Listing on the Official List of the UK Listing Authority and to trading on the London Stock Exchange's main market for listed securities ("Readmission"). It has been published and will be available on the Company's website www.atlasmara.com and from the registered office of the Company, Nemours Chambers, Road Town, Tortola, British Virgin Islands, at the Company's lawyers, Greenberg Traurig Maher LLP, and its administrators, International Administration Group (Guernsey) Limited.
It is expected that Readmission will become effective and that dealings in the Company's ordinary shares and warrants will commence at 8.00a.m.GMT on 27 August 2014.
A copy of the prospectus has also been submitted to the National Storage Mechanism and will shortly be available for inspection at www.morningstar.co.uk/uk/NSM.
The Company is taking the opportunity to update the market on corporate and financial highlights since its IPO in December 2013.
Financial highlights
- Following its $325 million IPO in December 2013, Atlas Mara has obtained access to additional equity capital of $300 million from the private placement of ordinary shares announced in May 2014, which will settle upon Readmission.
- Atlas Mara's shareholder base is comprised primarily of "blue chip" institutional investors and the Company was particularly pleased by the high level of participation in the private placement by substantially all of its IPO investors.
- As previously announced, Atlas Mara entered into a commitment agreement in June 2014 that provides for debt facilities of up to $200 million to support future growth, subject to certain customary conditions. The terms and conditions of the facility are to be agreed upon at the time the Company requests borrowing under the facility.
Corporate highlights
- Atlas Mara has closed its acquisitions of BancABC and ADC, following which Atlas Mara has acquired a beneficial interest of 95.84% in BancABC, representing a 58.09% direct interest and a 37.75% indirect interest through ADC.
- The Company remains on track to complete its previously announced acquisition of the commercial arm of BRD, the development bank of Rwanda, and will continue to keep shareholders apprised of developments with respect to closing.
- As a result of its acquisitions of BancABC and ADC, Atlas Mara now has operations in five countries (Botswana, Mozambique, Tanzania, Zambia and Zimbabwe) and minority investments in an additional two countries (Nigeria and Kenya) in Sub-Saharan Africa. These acquisitions have created a strong foothold for Atlas Mara in the commercially important Southern African Development Community ("SADC").
- Upon completion of the BRD transaction, Atlas Mara will also have a valuable platform in Rwanda for expansion in the vibrant East African Community ("EAC").
- Atlas Mara continues to evaluate a number of opportunities consistent with its strategy of creating value for stakeholders by bringing to bear its experience, expertise and access to capital, liquidity and funding.
Management
The Company has recruited and/or engaged as consultants a number of individuals with exceptional investment and management experience in Africa. These include: John Vitalo, CEO (formerly CEO of Barclays MENA and ABSA Capital); Doug Munatsi, CEO of BancABC; Jyrki Koskelo, Head of M&A and Corporate Development (formerly a VP at the World Bank and the IFC); Bradford Gibbs, Acting CFO (formerly Head of Investment Banking in South Africa at Morgan Stanley), Konde Bugingo, intended CEO of the commercial arm of BRD, upon closing (formerly CEO of RSwitch); and Kenroy Dowers, Head of Development Finance Institutions (formerly a senior officer at the IFC).
Further to the appointment of John Vitalo as CEO, the Company announces that, on closing of the ADC and BancABC acquisitions, John Vitalo has been appointed to the Atlas Mara Board of Directors.
Total Voting Rights
In connection with the ADC acquisition, the Company issued 11,262,662 ordinary shares to ADC shareholders who accepted the offer. Pursuant to the BancABC acquisition, the Company issued a further 2,030,577 ordinary shares.
Therefore, as at 21 August 2014, the total number of voting rights in Atlas Mara is 44,572,739, which number should be used by shareholders and other parties subject to disclosure obligations as the denominator for the calculations by which they determine if they are required to notify their interest in or a change to their interest in the share capital of Atlas Mara under the FCA's Disclosure and Transparency Rules. It should be noted that this figure excludes the ordinary shares to be issued in connection with the approximately $300 million private placement, which is expected to settle upon Readmission.
Bob Diamond, Founder and Director said: "Atlas Mara is having a fantastic first year and I am delighted that we are coming back to the LSE in such a strong position. Since our IPO and through to our private placement, we have been wonderfully supported by a great investor base. Their commitment has meant we have an exceptionally strong platform on which to build.
"We have in place one of the strongest management teams I have seen in an African financial institution and, with BancABC, and, in the near future with BRD, they have excellent assets to develop. They are already working on identifying where we can add value and are the right team to ensure that the banks deliver the service corporates, SMEs and retail customers require."
Ashish J Thakkar, Founder & Director said: "Our imminent re-listing is a very exciting milestone for us. We have achieved a tremendous amount in a short space of time and there is still so much potential. Atlas Mara now operates banking operations in several of Africa's fastest growing economies and we are looking at other opportunities, particularly in West Africa. We set ourselves the objective of being a leading African financial services company and today's announcement demonstrates that we are well on our way to achieving this goal."
John Vitalo, CEO, said: "I am very pleased that we are able to return to the market shortly so well-placed to deliver on what the Company stated at the time of its IPO. I am supported by an outstanding team with unrivalled Sub-Saharan African banking experience. We are focused on working with our customers to ensure that we can provide access to capital, liquidity and funding that has been lacking from so much of African banking in recent years. We are committed to working closely with the governments and regulators where we currently operate, as well as where we hope to expand to, to ensure that we continue to be welcomed as financial partners of choice."
Contact details
StockWell Communications, +44 (0)20 7240 2486
Anthony Silverman
Robert Morgan
Sard Verbinnen & Co, +1 (212) 687 8080
David Reno
Margaret Popper
Notes to Editors
About Atlas Mara
Atlas Mara was formed by Bob Diamond, Founder of Atlas Merchant Capital LLC and Ashish J. Thakkar, Founder of Mara Group Holdings Limited, and listed on the main market of the London Stock Exchange in December 2013.
The stated strategy of the Company is that, following an acquisition, it will operate the acquired business and implement a strategy with a view to generating value for its shareholders through operational improvements, as well as, potentially, through additional complementary acquisitions.
The Directors believe that there are significant gaps in the financial services sector in Africa today at a critical period of growth, including the need for capital created by European financial institutions retreating to their home territories due to the sovereign debt crisis and the Basel III regulatory framework. This situation presents opportunities for Atlas Mara to create a financial institution that provides leadership, liquidity, access to investors, product innovation, and technology to support economic growth and strengthen financial systems in Africa.
For more information, visit the Company's website at www.atlasmara.com.
About John Vitalo
John joined Atlas Mara from Barclays PLC where he was Chief Executive Officer, Middle East & North Africa since May 2009. In that role he was responsible for all aspects of the company's activity in the region, including wealth management, retail and business banking, investment and corporate banking and infrastructure. His previous roles at the company included CEO of Absa Capital and COO of Global Markets and COO of Emerging Markets for Barclays Capital.
John joined Barclays in 2002 from Credit Suisse First Boston ("CSFB"), where he had held a number of senior positions in London and New York. These included Director of e-commerce for Emerging Markets, Proprietary Trader for the Emerging Markets Group, Global Head of the Emerging Markets Structured Financing & Repo business and Head of the Emerging Markets Fixed Income Arbitrage Desk.
Prior to CSFB, John worked at Gleacher & Co and Morgan Stanley & Co., in Mergers & Acquisitions and Merchant Banking, respectively. John graduated summa cum laude from Georgetown University with a Bachelors of Science in Business Administration in Finance and International Management. He has also served in the US Marine Corps.
Important Notices/ Disclaimer
This announcement does not constitute or form part of any offer or invitation to purchase, otherwise acquire, issue, subscribe for, sell or otherwise dispose of any securities, nor any solicitation of any offer to purchase, otherwise acquire, issue, subscribe for, sell, or otherwise dispose of any securities.
The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which this announcement is released, published or distributed should inform themselves about and observe such restrictions.
Certain statements in this announcement are forward-looking statements which are based on Atlas Mara's expectations, intentions and projections regarding its future performance, anticipated events or trends and other matters that are not historical facts. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Given these risks and uncertainties, prospective investors are cautioned not to place undue reliance on forward-looking statements and the actual events or consequences may differ materially from those contained in or expressed by such forward-looking statements. Forward-looking statements speak only as of the date of such statements and, except as required by applicable law, Atlas Mara undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.