Nimbus/Paratus deal on track

Jo-Maré Duddy – Nimbus Infrastructure Ltd, the first capital pool company (CPC) listed on the Namibian Stock Exchange (NSX), says it anticipates that all conditions precedent for a share swap transaction, which see its shareholding in Paratus Telecommunications (Pty) Ltd increase to 51.4%, will be finalised by 1 June.

“Nimbus will proceed to close the share swap transaction without delay” thereafter, the company, which listed on the Local Index in October last year, said in an announcement on the NSX on Thursday. Nimbus is a CPC jointly managed by Paratus Telecom and Cirrus Capital with the objective of pursuing investments in the information communication and technology (ICT) sector in Sub-Saharan Africa.

Nimbus also released its reviewed provisional condensed financial results for the eight months ended 28 February 2018 on Thursday. For the period under review, the company reported an operating profit of N$584 267 and total comprehensive income of N$713 972.

Both basic earnings per share (EPS) and headline earnings per share (HEPS) of 10.99c were recorded. Nimbus’ net asset value per share was 987.59c.

The company’s assets totalled about N$102.4 million, comprising of its investment of about N$98.6 million in Paratus. Nimbus currently has an interest of 26.5% in the company. In addition, Nimbus had investments of nearly N$3.7 million in, among others, a money market fund, as well as N$102 214 in cash and cash equivalents.

Nimbus said the rationale behind the acquisition of the 26.5% interest in Paratus in January was to gain access to the diversified revenue streams and asset base of the company, which includes the Trans-Kalahari Fibre Line. It would also provide Nimbus with the opportunity to pursue further investments in countries where Paratus has presence, and would provide a solid foundation for further capital raisings to fund projects or acquisitions.

The investment enabled Nimbus to make an early transition from a CPC to main board listing on the NSX. “Management will commence with the application to the NSX following the closing of the share swap transaction,” Nimbus said.

Transaction

According to Nimbus, the Communications Regulatory Authority of Namibia (Cran) has approved the share swap transaction with Paratus.

In terms of the transaction, Nimbus will acquire an additional 24.9% of the issued share capital in Paratus. This will consist of 8 815 ordinary shares held by Cuvelai Telecommunications (Pty) Ltd, representing 18.6% of the issued share capital of Paratus, as well as 3 000 ordinary shares held by Paratus CEO Bartholomeus (Barney) Harmse, representing a holding of 6.3% of the issued share capital of Paratus.

The purchase consideration shall consist of the issue of 8 495 400 new ordinary shares in Nimbus. Shares will be issued at a par value of N$0.01 each and a premium of N$10.49, amounting to a total issue price of N$10.50 per ordinary share, with an aggregate value of N$89 201 697.

Following the above share issue, the total number of shares outstanding and listed on the NSX will be 18 858 807, Nimbus said.

According to the company, the rights issue process will enable it to make further investments into the ICT sector in Sub-Saharan Africa.

“Nimbus is currently investigating the merits of an investment into data centres in both Namibia and Zambia, as well as an investment in a company planning a phased last-mile fibre roll-out in Windhoek. The project will provide fibre to the home and fibre to the business on an open access basis. This entails that any internet service provider will be able to on-sell services to end-users,” the company said in its financial results.

Nimbus closed at N$11 per share on the NSX on Friday.