Offeror(s): Dorchester Turners Limited

Independent Adviser(s): Grant Samuel (Rule 21)

Offer Date: 18/09/2014

Closing Date: 07/11/2014

Offer Type: Full

Exemption: Dorchester Turners Limited - Exemption Notice 2014

Compulsory Acquisition

Summary of transaction:

On 18 August 2014, NZX-listed Dorchester Pacific Limited, through its wholly owned subsidiary Dorchester Turners Limited (“Dorchester”), made a full takeover offer for all the ordinary shares in Turners Group NZ Limited (“Turners”).

The consideration offered per Turners share was equivalent to $3.00 and paid in:

  • cash; or

  • Two year convertible bonds issued by Dorchester Pacific Limited paying a 9% interest rate. Convertible to Dorchester shares or cash on maturity; or

  • Dorchester Pacific Limited ordinary shares at an issue price of $0.25 per share; or

  • any combination of the above.

The offer was subject to, among other things, the following conditions:

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

  • That Turners declares and pays a $0.15 special dividend within five days from the closing date of the offer.

As at 17 October, Dorchester held or controlled 86.811% of the voting rights in Turners and extended its offer by three weeks until 11:59pm on 7 November.

The offer was declared unconditional on 25 October.

On 29 October, Dorchester notified dominant ownership. On 31 October, Dorchester sent out its compulsory acquisition notice.

 

We are seeking consent to publish other documents in relation to this transaction on our website. In the meantime, copies of these documents are available upon request to the Panel under the Official Information Act 1982. Please send your written Official Information requests to takeovers.panel@takeovers.govt.nz