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.


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