While the Casablanca Stock Exchange knew some quiet for several months now 2 large opéarations came to remember that despite the failure to introduce the Moroccan market was still alive.
First there was the mega-operation between the group of Othman Benjelloun finance.com and CDG on sale of investment of nearly 8% of BMCE in favor of CDG and conversely the sale of 8% CGI in favor of RMA Watanya respectively for 6.78 billion and 5.7 billion
now follows an announcement CDVM suspended the trading value of ONA, SNI, Lesieur, Cosumar, Central Dairy, Attijariwafa bank, Managem, Morocco Cement, Wafa Assurance and Sonasid or the galaxy associated with two subsidiaries following the announcement by holding a press fusion between ONA and SNI to create a holding unlisted
It is scheduled for delisting of 2 companies for respective prices of 1650 and 1900 dhs for ONA and SNI
Below is the statement issued by the NFA:
Reorganization of ONA and SNI holding
• Creating an investment holding unlisted by the withdrawal of the securities of both entities
followed their merger
• Refocusing the new holding company on the vocation of professional shareholder
Objectives Restructuring
The reorganization plan has the following objectives: No
Evolution of a group of multi-purpose integrated business
to that of investment holding
The main objective of the reorganization is intended to exceed the group
multi-trade in favor of that of investment holding
exercising one profession, that professional shareholder. It implies that the new entity:
• The changing mode of governance through the passage of a direct operational management
a strategic management through bodies
of governance.
• Changing the mode of participation through the holding of interests
significant non-majority, except (i) joint controls
like Lafarge Morocco Sonasid and for which management is outsourced to partners
global businesses and (ii) the incubation of new projects or investments in developing
(Wana, Marjane, Onapar, Nareva, Optorg). No
Empowerment portfolio companies have reached a stage of development
perennial
The second aim through this operation is to assist companies
have reached their cruising speed in a change in their
governance will be characterized by: • a
autonomous management and responsible to the organs of governance
,
• advice and assets, with expertise and enhanced business including a
majority of independent directors.
These companies will benefit in addition to greater funding capacity,
previously limited by their membership in an integrated group.
n Removal of constraints associated with cascades of holdings listed
The delisting of the two entities follows the global trend
disposal of holdings of the coast, in response to the expectations of investors who prefer to
themselves to diversify their portfolios. Through the merger
SNI / ONA and absorption of intermediate holding companies, this
operation also aims to simplify the scheme and participating
cut red tape associated with cascades
holdings and consolidate joint ownership of most entries major. Terms of the transaction
SNI and ONA give way to a single holding company through an unlisted
following steps: • Step 1
: Takeovers Withdrawal
Two bids withdrawal will be deposited on the ONA and SNI titles
by their respective major shareholders in the offer price of 1900 to Dh
action SNI and 1650 Dh for action ONA. The selling price will be a
Fairness issued by an independent expert, whose appointment must be approved by
CDVM.
• Step 2: Delisting
The bids will be followed by withdrawal of the delisting of ONA and SNI
.
• Step 3: Fusion SNI / ONA
A proposed merger of INS and ONA will be offered to shareholders of both entities
as part of their general meetings.
• Step 4: Optimization and streamlining the group's business
The new investment holding company will make a gradual reduction of its perimeter
through the sale on the stock market control entity empowered with
, initially , Cosumar, Lesieur and all
Central Dairy / Bimo / Sotherma.
Main implications of the reorganization
The proposed reorganization will result by the following developments:
Refocusing on the strategic management teams
the new group will focus on strategic management of
holdings. The new set
refocused, and accompany the long term, business leaders and
projects for the Moroccan economy.
incubator and developer of companies, alone or in partnership with global leaders,
will regularly have to cede the market for corporate control
have reached their cruising speed.
A new dynamic for the Moroccan stock market
Assignment to control market leading companies opens a new chapter for
the Moroccan stock market. The increase in floating
result will indeed institutional investors
greater influence on listed companies, and thereby enhance the attractiveness of the Moroccan stock market
for domestic and international investors,
sensitive the depth of floating on large caps.
In addition, the delisting of ONA and SNI will lead to better representation
the Casablanca stock exchange who suffered because of the dual listing of holdings
and operational entities, with an overrepresentation of
all SNI / ONA in relation to its real weight in the Moroccan economy.
• Meeting March 25, 2010, the Boards of Directors of ONA and SNI have decided to reorganize to create a unique investment holding
unlisted and this, through the delisting of the two entities monitor their merger.
• The project is accompanied by a mutation of the vocation of the new entity to act now as a professional shareholder,
catalyst for value creation in companies leaders and incubator development projects.
• This project also aims to empower owned businesses have reached a stage of sustainable development through
transfer their control to the market.
• This transaction will allow the crossing of a new stage in the modernization of corporate governance and enhancing the attractiveness of
Moroccan stock market.
Casablanca, March 25, 2010
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