JUST one month after the announcement of the closure of an acquisition in the pharmaceutical space, publicly listed Agostini’s Ltd is making another large acquisition—this time in the energy equipment and services sector.
On June 1, Agostini’s published a notice that its subsidiary, Rosco Petroavance, has signed a letter of intent to acquire 100 per cent of the issued and outstanding shares of Process Components Ltd, a company owned by directors of Laughlin & DeGannes.
According to the notice, “Subject to regulatory approvals and due diligence, the transaction is scheduled to close by July 31, 2021.”
A filing on the website of the T&T Securities and Exchange Commission (TTSEC) provides more information than the notice on the website of the T&T Stock Exchange (TTSE).
According to the TTSEC filing, which is dated May 30:
• Both Agostini’s Ltd and its subsidiary, Rosco Petroavance, executed the letter of intent;
• The letter of intent was executed on April 26, 2021;
• The filing stated that, due to the prevailing circumstances and restrictions in the country, the pace of conclusion of the transaction “may be more protracted than previously projected.” As a result, the parties “feel it is in the best interest of its investors and suppliers to publish the announcement to avoid any speculation;”
• The completion of the acquisition is subject to successful due diligence, the satisfaction of conditions precedent outlined in the share purchase agreement and regulatory approval from the Fair Trading Commission (FTC).
Contacted for comment on its role in granting regulatory approval for the transaction, an official at the FTC said the competition regulator “has not yet received a merger application from the parties”.
The official said when it does receive the application, the FTC would then examine whether the proposed acquisition would unduly harm competition.
The Agostini’s subsidiary, Rosco Petroavance Ltd, is described on its website as being an importer and distributor of products to the oil and gas, manufacturing, construction and marine sectors in T&T. In its 2020 annual report, Agostini’s indicated it owns 95 per cent of Rosco Petroavance, up from 92 per cent in 2019.
Process Components is described as a supplier of equipment for the oil and gas, petrochemical, waste and wastewater, manufacturing and commercial businesses. It also provides services such as high pressure testing and certification, hot tapping, corrosion control and mechanical and electrical repairs.
At the beginning of last month, Agostini’s announced that its subsidiary, Smith Robertson, had completed the acquisition of the pharmaceutical importer Oscar Francois and personal care products Intersol. Both companies were owned by the Francois family.
The consideration for that transaction has never been disclosed.
For the six months ending March 31, 2021, Agostini’s declared after-tax profit of $101.56 million, which was 8.75 per cent more than for the same period in 2020. The group’s revenue was down by 5 per cent to $1.76 billion for the period October 1, 2020 to March 31, 2021.
The Mouttet family is the largest shareholder of Agostini’s Ltd, owning 39,925,538 shares, which is equal to 57.77 per cent of the conglomerate’s issued shares.
The second largest shareholder is the Ahamad family, which owns 10,084,712 shares, which is 14.59 per cent of Agostini’s.
The top ten largest shareholders in Agostini’s, which include the National Insurance Board and Republic Bank Ltd, own 61,564,309 shares in the company, equal to 89 per cent of it.
The chairman of Agostini’s is businessman Christian Mouttet, who is also the chairman of publicly listed Prestige Holdings Ltd. The Mouttet family owns 68.28 per cent of Prestige Holdings.
Agostini’s closed unchanged at $24.40 on the T&T Stock Exchange yesterday, with only 80 shares being traded.