Agostini on PHL acquisition offer: 'The timing is right’

As the Agostini group moves forward with its share-swap deal, offering one Agostini share for every 4.8 Prestige Holding (PHL) shares held, group CEO Barry Davis said while Prestige Holdings had not previously indicated any intention to sell its shares, Agostini felt this was the perfect time to offer the restaurant chain a mega deal.

Responding to questions from Newsday, Davis said making an offer to Prestige Holdings was on the cards for a long time.

"We are always on the lookout for strategic investments that are aligned with our vision and enhance the group’s portfolio," Davis said.

"We have been actually looking at PHL for a number of years. Covid19 caused a delay, as did a number of other transactions that took priority (but) we think the timing is now right.

"We believe we have made an attractive offer that provides both a premium on the current value of their shares and an opportunity to own a stake in a group with a more diversified portfolio that would provide sustainable value for them in the future."

Agostini officially made an offer to Prestige Holdings on June 16. The company offered to acquire 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 shares from the other company.

Davis told Newsday in response to questions that any fractional shares resulting from the exchange will be compensated to shareholders through a cash payment based on the market price of Agostini’s shares on the day the swap is executed by the TT Stock Exchange.

"For example, if a PHL shareholder holds 900 PHL shares they would be entitled to 187.50 Agostini shares. The shareholder will receive 187 Agostini shares and a cash payment for the fractional .50 shares based on Agostini’s share price on the offer close date. "

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, Agostini 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 a 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.