The Securities Regulation Panel (SRP) has ruled that Guma Investment Holdings, formerly Gijima Info Technologies Afrika, does not have to make an offer to buy out GijimaAst`s minority shareholders.
The issue dates to December last year when Guma exercised its rights in terms of a share option agreement to acquire another 44.41 million GijimaAst shares from Kumba Resources for 30c a share.
The exercise of the option took Guma`s shareholding in GijimaAst from 32.01% to 36.61%.
The Securities Regulation Code on Takeovers and Mergers stipulates that when a shareholding increases to more than 35%, the shareholder must extend an offer to all remaining shareholders on the same terms as the original acquisition, in this case at 30c a share.
GijimaAst issued a notice on 7 February saying Guma had applied to the SRP for a ruling that it be exempted from making such an offer.
It reasoned that the 30c price tag was markedly lower than the 30-day volume-weighted average price of about 70c per GijimaAst share at the time.
An offer would thus be made at 30c while shareholders were able to trade shares at prices far above this level on the JSE.
Submissions were invited to contest the application; however, GijimaAst says in a statement that as none were received, the SRP has waived the requirement that Guma extend a mandatory offer.
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