BBGI Global Infrastructure (BBGI) has provided an update on the recommended cash offer from Boswell Holdings 3 S.C.Sp. (Bidco), a newly formed vehicle indirectly controlled by British Columbia Investment Management Corporation (BCI). As of 29 April 2025, Bidco has received valid acceptances covering just 2.73% of BBGI’s issued share capital.
The offer, which was first announced in February and formally published in March, remains open until 1pm (London time) on 20 May 2025, by which time Bidco must receive valid acceptances for at least 90% of BBGI’s shares in order for the offer to become unconditional.
As we noted in our coverage of this story on 23 April 2025 (click here to read) when the offer resumed following regulatory clearance, shareholders are being strongly encouraged to act ahead of the deadline, with Bidco warning that a delisting will follow if the offer is declared unconditional.
Those who do not accept risk holding illiquid, unlisted shares, and there is no guarantee that future asset sale proceeds would be distributed on comparable terms.
Bidco is offering 143.3p in cash per share, and settlement for shareholders accepting by the deadline is expected by 3 June 2025. Investors holding shares through platforms are advised to give instructions early, as nominee providers may require advance notice.
Irrevocable undertakings to accept have been provided by board members representing 0.4% of the share capital. The company has reiterated that, if the offer proceeds and listing is cancelled, BBGI may pursue a full asset sale to Bidco or its affiliates, though there is no certainty this would result in comparable proceeds for shareholders who do not tender.
The outcome of the bid will hinge on shareholder participation over the coming weeks. BBGI shares closed at 141.80p last night, compared with the offer price of 143.3p.
[QD comment MR: The initial take-up for BCI’s bid for BBGI looks underwhelming, with just 2.73% of shares tendered so far – well short of the 90% threshold needed.
We had wondered whether there would be a marked improvement in take up once the regulatory hurdle had been cleared but, so far at least, shareholders seem distinctly unimpressed with the offer – despite a significant cajoling from the board. With a hard deadline of 20 May less than three weeks away, shareholders will need to make up their minds.
We continue to think that, with NAVs depressed in an environment of higher interest rates, and the sorts of assets that BBGI holds being relatively scarce in listed markets, shareholders may feel that BBGI deserves a stronger premium than BCI is currently offering. They may well reason, as do we, that BCI is able to take a long-term view and clearly sees value in these assets at the modest premium it is offering.
Some may be holding out for a better offer, particularly given the obvious attractions of BBGI’s relatively defensive, income-generating portfolio, in an increasingly uncertain environment. Some may just not be prepared to let these assets go at this price. Either way, this will be one to watch closely over the next three weeks. If the acceptances don’t pick up sharply, Bidco may need to rethink its strategy or pricing.]
