Carbacid Investments plc (NASE:CARB) and Baloobhai Chhotabhai Patel("Co-Offerors") made an offer to acquire BOC Kenya Plc (NASE:BOC) from group of sellers for KES 1.2 billion on November 25, 2020. Under the terms of the consideration, the shares will be acquired for KES 63.5 per share. Under the terms of the agreement, if by the Closing Date of the offer BOC no longer owns shares in Carbacid, Carbacid will proceed to acquire up to 100% of the Offer Shares and Baloobhai will waive his rights to acquire any Offer Shares; and if by the Closing Date BOC still holds shares in Carbacid then, Carbacid will acquire 49% of the Offer Shares and Baloobhai will acquire up to 51% of the Offer Shares.

Baloobhai has agreed with Carbacid that if the Offer Shares held by Baloobhai are acquired by Carbacid within and up to six calendar months of the Closing Date, then the price for such Offer Shares shall be the Take-Over Offer Price and in addition Baloobhai shall charge Carbacid a fee equivalent to 1% per month (and pro rated for periods less than a month) of the value of the Offer Shares actually acquired by Baloobhai for agreeing to be a co-offeror. On the closing of the Offer, BOC shall continue to be listed. However, should the Co-Offerors achieve acceptances of 75% or more of the Offer Shares, the Co-Offerors will evaluate the continued efficacy of BOC remaining listed and may then, subject to approval from the Capital Markets Authority, apply for BOC to be de-listed from the NSE.

The transaction is subject to regulatory approvals, including approvals from Competition Authority, Carbcaid shareholder's approval and other customary closing conditions. Faida Investment Bank acted as the financial advisor, Anjarwalla & Khanna acted as legal advisor , C&R Group acted as registrar and NCBA acted as depository bank for Carbacid and Baloobhai . DLA Piper UK LLP acted as legal advisor to BOC Kenya Plc.