[UPDATED] Agostini offers Prestige Holdings share swap deal

AGOSTINI Ltd, owners of Superpharm, Presto and Mpharmacy is offering to acquire Prestige Holdings (PHL), parent company to KFC, Subway, Pizza Hut, TGI Fridays and Starbucks franchises through a share swap offer – a deal where a company offers its own shares in exchange for the other company’s shares.

Agostini announced its plans first through the TT Stock Exchange’s (TTSE) website in a notice of material change and a notice of availability of bid circular.

The notice of material change said it was granted approval for an offer and takeover bid to be issued to the shareholders of PHL for the acquisition of 100 per cent of its issued and outstanding shares.

Victor E Mouttet Ltd (VEML) is 100 per cent owned by the Mouttet family and is the majority shareholder of both Agostini Ltd (48.5 per cent or 33,525,538 shares) and PHL (52.9 per cent or 33,085,422 shares). To complete the acquisition, the Companies Act requires Agostini to acquire at least 90 per cent of all PHL shares not held by VEML and its affiliates or associates at the time of the offer.

A press release from Agostini on June 16 said shareholders of PHL are being offered one Agostini share for every 4.8 PHL shares held.

The release said the PHL board will have a maximum of 21 days to consider and make a recommendation to Agostini shareholders.

In another notice posted on the TTSE website on June 17, Agostini announced the convening of a special meeting on July 9 at the Hyatt Regency, Port of Spain, to discuss the approval of issuance of the shareholders of PHL's 13022,334 new common shares in the capital of Agostini and to further approve all actions to be done with regard to the offer and take-over bid.

PHL’s share price currently stands at $10.95 per share. Wise Stock Brokers website said in 2016, 113,421 ordinary shares of Prestige Holdings were listed on the stock exchange to become effective on April 21 of that year, thus increasing the company’s issued share capital to 62,513,002 shares.

PHL operates 136 restaurants across TT under global franchises. The company employs over 3,300 staff.

Since the announcement of the offer, PHL has seen some minor movement in daily trading according to the TTSE website.

On June 16, PHL opened trading at $10.95 and closed level, with no trades for the day.

On June 17, PHL opened at $10.95 but closed at $11.18 with 667 trades.

Agostini has 68,982,879 shares. According to the TTSE website, Agostini’s share price stood at $66.49.

In its audited half-year summary consolidated report for the period ending March 31, 2025, it reported an eight per cent increase in revenue, from $2.57 billion for the same period in 2024, to $2.78 billion. Profit attributable to shareholders increased by three per cent, from $121.6 million in 2024 to $125.2 million this year.

In 2024, its sales increased by nine per cent to $5.1 billion from the prior year and profit attributable to shareholders rose by ten per cent to $242 million.

The total asset base of the group was $4.7 billion according to the audited financial statements ending September 30, 2024.

In 2015, Agostini established a joint venture with Goddard Enterprises Ltd, based in Barbados.
The joint venture saw consumer products' companies under both groups were merged to form Acado Ltd, a private limited liability company in TT.

The Agostini group currently operates in TT, Barbados, St Lucia, St Vincent, Grenada, Jamaica, Guyana, Curacao, Aruba and Canada.

In 2024, the group expanded its international footprint by establishing a state-of-the-art office in Miami, strengthening supplier engagement, fostering new partnerships and positioning the business for entry into new markets.

In February, Agostini completed a re-branding exercise, removing the apostrophe "s" from its name.

It also changed the name of its manufacturing and distribution companies from Vemco, Hand Arnold and Smith Robertson to Acado Foods, Acado Distribution and Aventa TT Ltd, respectively.

In the notice of availability of the bid circular, Agostini said it sees great benefits from acquiring the PHL.

It said the proposed acquisition was in keeping with Agostini’s growth and expansion strategy.
The notice added that Christian Mouttet, chairman of VEML as well as Agostini and PHL recused himself from discussions and meetings related to the transaction.

However, Group CEO Barry Davis, commented on the possible benefits of the acquisition for both companies.

"The company, as part of the Agostini group, can benefit from synergies in areas such as imports, transportation, warehousing, marketing and other shared services," he said. "These synergies can lead to cost-savings through ordering and purchasing goods in bulk, maximising the current fleet of transportation vehicles by delivering to similar or nearby locations, fully utilising warehouse and storage facilities and combining shared services to lead to a centralised operating system."

The offer, which was shared on the TTSE's website also noted that PHL shareholders, once the transaction is completed, would be subject to Agostini's standard dividend policy which has a target payout ratio of about 45 per cent.

"This is expected to result in a reduction in dividend income for PHL shareholders," Agostini said in the offer document. "It is important to note, however, that the reduction in dividend income is tempered by the capital uplift embedded in the value of AGL shares received through the exchange.

"Overall, while dividend income for PHL shareholders will decrease under Agostini’s payout policy, the transaction offers compelling long-term value through a combination of an upfront capital appreciation, access to AGL's earnings potential and future dividend growth as well as participation in a more diversified and resilient group."

This story was originally published with the headline Agostini offers Prestige Holdings share swap deal and has been updated to include additional details. See original post below.

AGOSTINI Ltd, owners of Superpharm, Presto and Mpharmacy is offering to acquire Prestige Holdings (PHL), parent company to KFC, Subway, Pizza Hut, TGI Fridays and Starbucks franchises through a share swap offer – a deal where a company offers its own shares in exchange for the other company’s shares.

Agostini announced its plans first through the TT Stock Exchange’s (TTSE) website in a notice of material change and a notice of availability of bid circular.

The notice of material change said it was granted approval for an offer and takeover bid to be issued to the shareholders of PHL for the acquisition of 100 per cent of its issued and outstanding shares.

Victor E Mouttet Ltd (VEML) is 100 per cent owned by the Mouttet family and is the majority shareholder of both Agostini Ltd (48.5 per cent or 33,525,538 shares) and PHL (52.9 per cent or 33,085,422 shares). To complete the acquisition, the Companies Act requires Agostini to acquire at least 90 per cent of all PHL shares not held by VEML and its affiliates or associates at the time of the offer.

A press release from Agostini on June 16 said that the shareholders of PHL are being offered one Agostini share for every 4.8 PHL shares held.

The release said the PHL board will have a maximum of 21 days to consider and make a recommendation to Agostini shareholders.

PHL’s share price currently stands at $10.95 per share. Wise Stock Brokers website said in 2016, 113,421 ordinary shares of Prestige Holdings were listed on the stock exchange to become effective on April 21 of that year, thus increasing the company’s issued share capital to 62,513,002 shares.

PHL operates 136 restaurants across TT under global franchises. The company employs over 3,300 staff.

Agostini has 68,982,879 shares. According to the TTSE website, Agostini’s share price stood at $66.49.

In its audited half-year summary consolidated report for the period ending March 31, 2025, it reported an eight per cent increase in revenue, from $2.57 billion for the same period in 2024, to $2.78 billion. Profit attributable to shareholders increased by three per cent, from $121.6 million in 2024 to $125.2 million this year.

In the release, Agostini said it sees great benefits from acquiring the company. It said the proposed acquisition was in keeping with Agostini’s growth and expansion strategy.

The release added that Christian Mouttet, chairman of VEML as well as Agostini and PHL recused himself from discussions and meetings related to the transaction.

Mouttet, however, in the release commented on the possible benefits of the acquisition for both companies.

"The company, as part of the Agostini group, can benefit from synergies in areas such as imports, transportation, warehousing, marketing and other shared services," he said. "These synergies can lead to cost-savings through ordering and purchasing goods in bulk, maximising the current fleet of transportation vehicles by delivering to similar or nearby locations, fully utilising warehouse and storage facilities and combining shared services to lead to a centralised operating system."