REG - Camellia PLC - Update on BF&M Transaction

CamelliaAnnouncement

28/06/2024 13:00

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RNS Number : 3659U  Camellia PLC  28 June 2024

28 June 2024

Camellia Plc

(the "Company" or the "Group")

 

Update on BF&M Transaction and change of name of Nominated Adviser

 

Update on BF&M Transaction

 

Further to the most recent update on the disposal of the Company's 36.9%
shareholding in BF&M to Argus Group provided in our trading update on 6
June 2024, BF&M Limited ("BF&M") and Argus Group Holdings Limited
("Argus") announced today that the two companies plan to amalgamate (pursuant
to Bermuda law), subject to receipt of appropriate shareholder and regulatory
approvals (the "Amalgamation").

 

This announcement by BF&M and Argus establishes a way forward for
regulatory approval of the sale of Camellia's holding of BF&M shares to
Argus (the "Sale").  The Amalgamation is expected to take place after the
completion of the Sale and special general meetings of BF&M and Argus. As
previously announced, we expect the completion of the Sale will take place in
the latter part of 2024.

 

To facilitate the timely completion of the Sale and the Amalgamation, Camellia
and Argus have agreed that up to $50 million of the agreed $100 million
consideration payable to Camellia for the BF&M shares may be deferred in
the form of interest-bearing loan notes with a maximum one year term.  The
Sale is conditional on regulatory approvals and Argus financing.  Any loan
notes issued will be secured by a pledge over the shares of the buyer and a
guarantee from Argus prior to the Amalgamation and, following completion of
the Amalgamation, guaranteed by BF&M, the ultimate parent company of the
amalgamated entity.  If any of the consideration is deferred, Argus will be
incentivised to pay down the loan quickly. The Company will provide further
updates as appropriate.

 

Change of name of Nominated Advisor

 

The Company announces that its Nominated Adviser and Broker has changed its
name to Panmure Liberum Limited following completion of its own corporate
merger.

 

 

This announcement contains inside information for the purposes of the UK
Market Abuse Regulation.

 

Enquiries

 

Camellia Plc
 
01622 746655

Byron Coombs, Chief Executive Officer

Oliver Capon, Chief Financial Officer

 

Panmure Liberum
                                020 7886 2500

Nominated Adviser and Broker

Emma Earl

Rupert Dearden

 

H/Advisors Maitland

PR

William Clutterbuck
 
07785 292617

 

 

 

 

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