Somers Limited sale agreed
Bermudian-based Somers Limited, the financial services investment holding company, is to go private after its shareholders approved a merger with SNB Investments.
The company held a special general meeting at which shareholders voted in favour of the proposal by SNB.
The votes at the SGM either by proxy or in person were: 21,969,163 shares for (representing 96.7 per cent of Somers’ issued share capital), 3,719 shares against, and 5,532 shares abstained.
Accordingly, the company said in a filing with the Bermuda Stock Exchange, that the merger with SNB was scheduled to complete, subject to government and other approvals, on July 26 when the six per cent loan notes issued to Somers’ shareholders not associated with SNB would be admitted to trading on the Bermuda Stock Exchange.
The BSX was to suspend trading in Somers’ shares at close of trading yesterday at the company’s request.
Somers is the second-largest domestic listing after Butterfield Bank.
Earlier, a special committee of Somers’ board recommended that SNB’s offer for the shares of the company represented fair value at approximately $21 a share.
The board subsequently recommended that Somers’ shareholders should vote in favour of the offer.
Somers announced on June 13 that it had received an offer from the majority shareholders, who make up SNB, representing approximately 95 per cent of the company’s issued share capital.
Shareholders will receive $21 for each ordinary share of the company that they own (which includes the interim dividend of $0.24 per ordinary share declared on May 19).
The offer consideration will be payable in the form of a two-year loan note to be listed on the BSX with an annual interest rate of 6 per cent (accruing daily) and issued by the surviving company to all Somers shareholders not associated with SNB.
Somers opened trading on the BSX yesterday at $19 per share.