Offeror(s): Foley Family Wines Limited

Independent Adviser(s): Armillary Private Capital (Rule 21)

Offer Date: 26/05/2014

Closing Date: 24/06/2014

Offer Type: Full

Exemption: Martinborough Vineyard Estates Limited Exemption Notice 2014

Compulsory Acquisition

Summary of transaction:

On 26 May 2014, Foley Family Wines Limited (“FFW”) made a full takeover offer for all the ordinary shares in Martinborough Vineyard Estates Limited (“MVEL”).

The consideration offered was:

  • one fully paid ordinary share in FFW for every 27.95 ordinary shares in MVEL; or

  • for overseas shareholders, the cash proceeds of the sale of the FFW shares (net of brokerage) that the overseas shareholder would have otherwise been entitled to (see link to the exemption notice above).

The offer was conditional on, among other things:

  • FFW receiving acceptances that would result in it holding or controlling 90% or more of the voting rights in MVEL; and

  • FFW obtaining consent from the Overseas Investment Office.

FFW announced that the offer had gone unconditional on 24 June 2014 and on 8 July 2014, FFW despatched the compulsory acquisition documents to compulsorily acquire the remaining shares from the outstanding shareholders.