In 2022, SOPAT, the flagship company of the Belkhiria group, recorded a turnover of more than TND 178.356 million, an increase of more than TND 32.5 million, compared to the previous year. In the same year, its profits (TND 606,319) increased by almost TND 336,370, and its cash position, which was negative by TND 3.2 million at the beginning of the financial year, became positive again by more than TND 1 million at the end of the financial year.
Having raised a lot of money on the market and now controlling almost 96% of the company’s capital, Kamel Belkhiria recently decided to delist SOPAT’s shares. This news has caused a stir among Tunisian investors on social media. They indeed do not understand this decision by a company that is doing very well on the stock market, and Belkhiria’s silence on the matter.
A brief history of a major group
Founded in 1987 as a limited liability company by the Lahmar group (Fethi, Rached and Imed), it is controlled like a Russian doll by Gallus Holding Finance, the group’s financial arm. In March 2007, the Lahmar group decided to list the company on the Alternative market of the TSE Band to increase its capital to TND 10 million. Three years later, the capital had increased to more than TND 37.861 million.
The Rose Blanche Group is a Tunisian agri-food group active in cereals and derivatives, animal feed and poultry production. “Rose Blanche is best known for its pasta products, and produced more than one million tonnes of cereal products in 2020. The group is made up of a large number of interlinked companies, mainly active in the cereals sector, which have now entered the chicken farming and distribution chain by buying out the financial holding company that owns the majority of SOPAT’s capital.
To understand the link between SOPAT and Belkhiria’s La Rose Blanche group, it is worth recalling that SOPAT was listed on the alternative market of the TSE, where it was floated in 2007 at a price of TND 11. At the time, its public offering consisted of 522,742 shares for a total consideration of TND 5.750 million.
In August 2010, SOPAT, which at the time was still controlled by the Lahmar brothers, was listed on the main market of the stock exchange, with all the transparency obligations that come with being listed on the stock exchange. SOPAT’s listing on the main market of the TSE came after a split of the nominal value of the shares from TND 5 to TND 1, followed by a cash capital increase in July 2010 with an injection of just over TND 1.3 million.
SOPAT was still listed on the stock exchange, so it decided to delist.
In February 2014, Gallus announced that the Abraaj Capital Fund, which held 49% of the capital of Gallus S.A. and was itself the owner of 65.429% of SOPAT, had sold its stake in Gallus to the companies of the Belkhiria Group and the Lahmar brothers for the sum of 11 million dinars and 9,148,834 shares. In March of the same year, the Kamel Belkhiria Group ended up owning the entire capital of Gallus Holding Finance for 11.449 million dinars.
Gallus in turn held 8,501,710 shares and voting rights, representing 65.429% of the capital of SOPAT, which was still listed at the time. Kamel Belkhiria thus “inherited” a transparent, listed company that was trading at an average price of TND 2.68 per share at the time of the acquisition.
Now, 13 years after its listing on the main stock exchange, he has decided to delist SOPAT without giving any official explanation. He is not legally obliged to do so and could be forced to do so by CMF, which now owns more than 95% of the capital. In this case, however, it is SOPAT itself and its owners who have launched the public buyout offer (PBO). The latter is being managed by the stock market intermediary TSI of the Hédi Ben Ayed group.
The PBO, which has become a regular occurrence in a business environment that is returning to the old adage “let’s live happily, let’s live hidden”, concerns only the free float of 4.35% of the remaining capital on the stock exchange, at a price of TND 2.050 per share. This price, it should be remembered, is set by the CMF and reflects the reality of the market, according to intermediaries we have been able to contact.
– Who won and who lost?
If the 1,647,997 shares offered to the Belkhiria group are not sold in full, SOPAT, which according to Mac Sa has a P/E (price-earnings ratio) of 51.744% and an annual performance in 2023 of 42.36% (better than Attijari Bank with 26.29% or BIAT with 7.52%), will disappear from the market.
The company will remain listed (like BTK, for example), but will no longer have to publish its quarterly and half-yearly financial statements, only a simple balance sheet presented at the annual general meeting. Investors will have much less information about the life of the company, its business indicators, how much the CEO is paid (TND 147,545 in 2022 for Skander Makni and NOTHING for Kamel Belkhiria), whether it is heavily indebted or not, whether it has been subject to tax or social security adjustments, and much more information that will be missing.
