The Board of Directors of Tigné Mall p.l.c. has published its official opinion on the takeover bid submitted by Marsamxett Properties Limited (MPL), a Hili Ventures subsidiary, which aims to acquire all outstanding shares of the shopping mall operator. The announcement comes in the wake of MPL's voluntary bid to purchase the entire issued share capital of Tigné Mall, offering shareholders a cash price of €1.04 per share.

The takeover bid, made in accordance with the Malta Financial Services Authority’s (MFSA) Capital Markets Rules, is conditional on several factors, including no material adverse changes to Tigné Mall's business, continued ordinary conduct of operations, and necessary third-party consents.

The offer at a glance

Marsamxett Properties, which is specifically set up to hold shares in Tigné Mall, has declared its intention to maintain the mall as Malta’s "premier shopping destination" while exploring opportunities to expand revenue streams. A detailed report by Grant Thornton, the appointed independent expert, accompanies the offer document, confirming MPL's ability to finance the takeover through its available cash resources.

The Board of Tigné Mall has engaged Mamo TCV Advocates for legal counsel throughout the process and has reviewed both the offer document and expert opinion before issuing its official statement.

Implications for operations and employees

The Board emphasizes that, based on MPL’s stated plans, the takeover would not lead to significant changes to the company’s business operations, employment structure, or strategic outlook. MPL has committed to retaining Tigné Mall’s current directors until the next Annual General Meeting and does not foresee altering the conditions of employment for existing management and employees.

The offer document specifies that, upon reaching a 90 per cent ownership threshold, MPL plans to exercise its right to enforce a squeeze-out – compelling remaining shareholders to sell their shares to MPL at a fair price within 90 days.

Potential delisting from Malta Stock Exchange

If the bid succeeds in acquiring the necessary shareholding, MPL also intends to seek the delisting of Tigné Mall from the Malta Stock Exchange (MSE). The company has indicated that this step would be contingent upon meeting regulatory requirements and obtaining necessary approvals from the MSE and MFSA, with the rationale being that the conditions for listing would no longer be met.

Board’s view: No recommendation on price, seek independent advice

While the Board of Tigné Mall has expressed that the takeover would not materially impact the company's strategy or operational model, it refrains from giving an opinion on the price offered by MPL. Instead, the Board encourages shareholders to independently assess the offer in light of their personal circumstances, and seek guidance from financial advisors or stockbrokers to make an informed decision.

A crossroads for shareholders

For Tigné Mall shareholders, the takeover bid represents a significant decision point, particularly with the potential for delisting and enforced sale through a squeeze-out mechanism if MPL achieves the 90 per cent shareholding target. With the bid's outcome set to shape the future ownership and direction of Tigné Mall p.l.c., all eyes are now on the response of the shareholders to Marsamxett Properties' offer.