Rédaction Africa Links 24 with Esther FOSSI
Published on 2024-03-21 10:10:57
Sanlam and Allianz have decided to merge their “Life” and “Damage” branches. In regards to the “Damage” branch, Allianz Cameroon Assurances, a joint stock company with a capital of 6 billion FCFA, has absorbed “Sanlam Assurance Cameroon” with a capital of 4 billion FCFA.
In accordance with the provisions of Article 194 of the OHADA Uniform Act relating to commercial companies and economic interest groupings, they announced to the public their merger project by way of absorption, in which the Absorbed Company will contribute its entire assets, valued at 39,023,109,248 XAF, to cover all of its liabilities, valued at 37,671,757,524 XAF, resulting in a net assets contributed of 1,351,351,724 XAF to the Absorbing Company.
As part of this operation, the extraordinary general meeting of the Absorbing Company will proceed with changing its corporate name from Allianz Cameroon Assurances to SanlamAllianz Cameroon Assurances. The determination of the exchange ratio of shares was carried out taking into account the real value of the Companies as of September 30, 2023.
According to droitsmédiasfinances, based on this method, the value of the share of the Absorbing Company was evaluated at 77,635 XAF and that of the Absorbed Company at 7,872 XAF. This results in an exchange ratio of 9.9 shares of the Absorbed Company for one (1) share of the Absorbing Company, i.e. 400,000 shares of the Absorbed Company for 40,557 shares of the Absorbing Company.
“Given the exchange ratio as determined above, the universal transmission of the Assets of the Absorbed Company to the Absorbing Company will be remunerated by the allocation to shareholders of the Absorbed Company of 40,557 new shares with a nominal value of 30,000 XAF each, fully paid up, to be created within the framework of a capital increase to be decided by the extraordinary general meeting of shareholders of the Absorbing Company.”
The Absorbing Company will then proceed with an increase in its share capital by a total amount of 1,216,710,000 XAF to raise it from 6,000,000,000 XAF to 7,216,710,000 XAF through the creation of 40,557 new ordinary shares, which will be directly allocated by the Absorbing Company to the shareholders of the Absorbed Company. The amount provided for the merger premium amounts to 134,629,514 XAF.
Read the original article(French) on Journal du Cameroun
