Mandatory offer coming amid tTech takeover
Published:Friday | November 22, 2024 | 12:08 AM
The takeover of IT services firm, tTech Limited, is all but complete.
Simply Secure Limited, owned by Kevin Gordon and Rob Mayo-Smith, has increased its shareholding in tTech to 69.1 per cent, representing 73,229,223 of the 106,000,000 shares outstanding.
Executive Chairman of tTech Edward ‘Teddy’ Alexander said that in accordance with market rules, Simply Secure now has to make an offer to buy all outstanding shares within a specified period, usually one month.
“Having gone over the 50 per cent threshold as per the rules of the stock exchange, they have to make an offer to all other shareholders to acquire their shares. So that is in train; it’s being worked on,” Alexander told the Financial Gleaner, adding that the JSE rules actually say that that has to happen within 30 days of them acquiring over 50 per cent of the outstanding shares.
Meanwhile, the tTech board will continue to have Philip Alexander, Tracey Ann Spence, Joan Marie Powell, Richard Downer, Kevin Gordon and Rob Mayo-Smith as directors, and Teddy Alexander as director and executive chairman.
On November 15, Simply Secure acquired 21,216,389 additional shares in tTech, at a cost of $46.65 million or $2.20 per share, mainly comprised of the holdings of Enqueue Inc (14.3 million shares), a company connected to Norman Chen, and Auctus Holdings Inc (6.42 million shares), which is connected to G. Christopher Reckord.
On the sale of the shares, both Chen and Reckord resigned as directors of tTech, effective November 15, a notice from the company said.
Both men have served as chief executives for tTech, over time. The position has been held by Gordon since July, after Simply Secure first bought into tTech.
The tech firm is a managed services company, with annual revenue of less than half-billion dollars, which went public and listed on the junior market of the Jamaica Stock Exchange in January 2016. The market value of the TTECH shares was around $233 million on Wednesday, having skidded since Monday, when the share price initially spiked 15 per cent in the wake of the disclosure that Simply Secure had increased its stake. The shares have traded within a range of $1.58 to $3.20 in the past year.
For this financial year, tTech, which has been struggling to grow since the pandemic, has seen a dip in nine-month revenue, from $354 million to $336 million, while its earnings climbed down from $18.6 million to a net loss of $75,000.
Simply Secure Limited is owned by Gordon and Mayo-Smith, who are also the owners of Simply Secure LLC, a managed security services provider based in Ft Lauderdale, Florida. Alexander says tTech can “now look forward to the continued growth that is expected through the increased ownership in the company by Simply Secure.”