REG - Camellia PLC - Sale of holding in BF&M Limited

CamelliaAnnouncement

06/06/2023 12:00

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20230606:nRSF8288Ba&default-theme=true

RNS Number : 8288B  Camellia PLC  06 June 2023

6 June 2023

Camellia Plc

(the "Company" or "Camellia")

 

Sale of holding in BF&M Limited ("BF&M")

 

 

Camellia is pleased to announce it has entered into an agreement for the sale
of its entire holding of 3,394,403 shares (approximately 36.9%) in BF&M,
one of its associate companies, to Bermuda Life Insurance Company Limited, a
subsidiary of Argus Group Holdings Limited for a cash consideration totalling
US$100.0 million (approximately £80.4 million), a premium of 34% to the
closing price of a BF&M share on 5 June 2023 and a premium of 31% to the
book value of Camellia's holding as at 31 December 2022.  Any special
dividend declared and paid by BF&M (if any) between the signing of the
agreement and completion will be deducted from the cash consideration. This
sale represents a further step in Camellia's policy of divesting non-core
assets.

 

The disposal is conditional on the satisfaction of certain conditions,
including regulatory and tax approvals and notifications in a number of
jurisdictions, and the satisfaction of customary conditions precedent.
Subject to the satisfaction or waiver of these conditions, completion is
expected in Autumn 2023.

 

It is possible that taxes and/or fees may become payable in securing the
necessary pre-closing approvals and notifications although such amount cannot
be determined until the required applications have been submitted. If
Camellia's share of such items exceeds agreed thresholds then the Company has
the ability to terminate the contract should it so wish. The purchaser has the
same termination right in respect of their share of such costs.

 

Whilst completion of the transaction is not expected until Q4 2023 and
therefore the exact use of proceeds may vary depending on circumstances
between now and completion, the receipt of the funds realised by this sale,
together with funds raised from the disposal of other non-core assets, will
enable the Company to accelerate its development programme and continue to
diversify its agricultural production by crop and geographic location. The
Board considers Camellia's shares to be significantly undervalued and, in the
event of any surplus funds arising, will also therefore consider the merit of
returning these to shareholders by means of a share buy-back. The Company may,
in the meantime, undertake a modest buyback exercise in accordance with the
authority given at the Annual General Meeting.

 

BF&M Limited is the holding company of the BF&M group of companies
("BF&M Group") which is a Bermuda listed insurance group operating in
Bermuda and the Caribbean. The two largest operating companies within the
BF&M Group are BF&M Life Insurance Company Limited, a leading provider
of life, health and pensions products, and BF&M General Insurance Company
Limited, the leading general insurer providing all forms of property,
casualty, motor and marine products.

 

Over recent years BF&M's results have been volatile and in 2022 have been
materially adversely impacted by the fluctuations in financial markets and
this, together with increased underwriting exposure, has led Camellia to view
this investment as beyond its risk appetite.

 

In the year ended 31 December 2022 Camellia's share of the results of BF&M
was a loss of £3.7 million (2021: profit of £6.4 million).

 

Camellia's net assets attributable to the BF&M holding as at 31 December
2022 was £61.5 million and the value of the shares using the closing price
for BF&M shares on 5 June 2023 was £59.9 million.  The sale is expected
to generate a gain on disposal which will be calculated at completion of the
transaction.

 

Argus Group Holdings Limited is significant Bermuda listed multi-line
insurance and financial services organisation offering a full range of
insurance, pensions and investment products internationally.

 

 

 

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

 

Enquiries

 

Camellia Plc
 
01622 746655

Malcolm Perkins, Chairman

Susan Walker, Chief Financial Officer

 

Panmure Gordon
 
020 7886 2500

Nominated Adviser and Broker

Emma Earl

Rupert Dearden

 

H/Advisers Maitland

PR

William Clutterbuck
 
07785 292617

 

 

 

 

 

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  DISSSLFSMEDSELM