Offeror(s): Logan Corporation Limited

Independent Adviser(s): Ferrier Hodgson (Rule 22), Grant Samuel & Associates (Rule 21)

Offer Date: 31/05/2002

Closing Date: 28/06/2002

Offer Type: Full

On 15 May 2002, Logan Corporation Limited (“Logan”), a wholly owned subsidiary of Cullen
Investments Limited (“Cullen”), gave notice of its intention to make a full offer for the ordinary shares and options in Pacific Retail Group (“PRG”), not already held by Logan, at $2.25 per ordinary share. Cullen held 73% of PRG shares at the time.

 

The takeover offer was made as a consequence of Cullen agreeing to buy 3.77% of PRG’s shareholdings from a PRG director, and his associates. As such, Cullen was required to acquire those shares through a Code offer, which also provided an opportunity for other PRG shareholders to participate in the offer. On 31 May 2002, Logan made the offer to all PRG shareholders.

 

PRG’s independent adviser Grant Samuel valued the shares in PRG in the range of $4.31 to $4.80, and PRG directors recommended that shareholders do not accept Logan’s offer as they could potentially receive a significantly higher price by selling on the market.

 

On 12 July 2002, Logan advised that its full offer had gone unconditional.

 

Grant Samuel & Associates prepared a rule 21 independent advisers report on the merits of the offer.

 

Ferrier Hodgson prepared a rule 22 independent adviser’s report on the fairness of the offer between the classes of shareholders.