AN­DRE WOR­RELL

Mex­i­can ce­ment gi­ant Ce­mex yes­ter­day in­creased its of­fer to Trinidad Ce­ment Lim­it­ed (TCL) share­hold­ers as it moves to take over con­trol of the lo­cal com­pa­ny.

In a me­dia re­lease, Ce­mex an­nounced that through its in­di­rect sub­sidiary Sier­ra Trad­ing, it had in­creased its takeover of­fer from $4.50 to $5.07 per share. As part of the amend­ed of­fer, the com­pa­ny al­so gave TCL share­hold­ers, with the ex­cep­tion of those in Bar­ba­dos, the op­tion to be paid in US dol­lars.

Full ac­cep­tance of the amend­ed of­fer would re­sult in a cash pay­ment by Sier­ra of ap­prox­i­mate­ly $672 mil­lion, Ce­mex said.

The new of­fer price rep­re­sents a pre­mi­um of 50 per cent over the De­cem­ber 1, 2016, clos­ing price of TCL's shares on the T&T Stock Ex­change.

"Among oth­er con­di­tions, the of­fer, as amend­ed by the amend­ed of­fer, will be con­di­tion­al on Sier­ra ac­quir­ing at least an amount of TCL shares that would al­low Ce­mex, for fi­nan­cial re­port­ing pur­pos­es, to con­sol­i­date TCL," the com­pa­ny said.

Through Sier­ra, Ce­mex is seek­ing to ac­quire up to 132,616,942 or­di­nary shares in TCL which to­geth­er with Sier­ra's cur­rent share own­er­ship would re­sult in it hold­ing up to 74.9 per cent of the eq­ui­ty share cap­i­tal of in the lo­cal ce­ment com­pa­ny.

Share­hold­ers have un­til Jan­u­ary 24 at 3 pm to make a de­ci­sion. Ce­mex said it does not ex­pect to ex­tend the of­fer pe­ri­od be­yond that date.

Ce­mex said if the new of­fer is ac­cept­ed TCL will con­tin­ue op­er­at­ing as usu­al.

"Ad­di­tion­al­ly, TCL will be main­tained as a pub­licly list­ed com­pa­ny on the Trinidad and To­ba­go Stock Ex­change with the ben­e­fit of a strong lo­cal share­hold­ing to­geth­er with the en­hanced ben­e­fit of proven man­age­ment and op­er­a­tional ex­per­tise from Ce­mex."

For the nine months end­ing Sep­tem­ber 30, 2016, TCL and its sub­sidiaries re­port­ed rev­enue of $1 .4 bil­lion and prof­it af­ter tax of $ 56.9 mil­lion.

On De­cem­ber 5, 2016, Ce­mex ini­ti­at­ed at­tempts to ac­quire TCL by of­fer­ing $ 4.50 per share as part of its takeover bid. Through Sier­ra Trad­ing, an in­di­rect sub­sidiary, it sought to ac­quire 132,616,942 shares of in the com­pa­ny to move its share­hold­ing from 39.5 per cent to 74.9 per cent. That of­fer was re­ject­ed by the board of di­rec­tors on De­cem­ber 23 af­ter a fair­ness ex­er­cise con­duct­ed by Ernst and Young Ser­vices Lim­it­ed deemed that the of­fer was "not fair, from a fi­nan­cial point of view, to share­hold­ers of TCL."

In 2015, TCL share­hold­ers vot­ed over­whelm­ing­ly to lift a 20 per cent cap on share­hold­ing in a move crit­ics said then opened the way for Ce­mex to take con­trol of the fi­nan­cial­ly strug­gling com­pa­ny.

The Mex­i­can ce­ment gi­ant is the sin­gle largest share­hold­er in TCL at 39.5 per cent.