Offeror(s): Southern Travel Holdings Joint Venture

Independent Adviser(s): Simmons Corporate Finance (Rule 21)

Offer Date: 11/03/2015

Closing Date: 09/04/2015

Offer Type: Full

Compulsory Acquisition

Summary of transaction:

On 11 March 2015, Southern Travel Holdings Joint Venture (“STHJV”) made a full takeover offer for Southern Travel Holdings Limited (“Southern Travel”). STHJV was an unincorporated joint venture between 17 of Southern Travel’s shareholders who collectively held approximately 90.98% of the shares in Southern Travel. STHJV was formed for the purposes of making the offer.

The offer price was $0.30 cents per share. The independent adviser valued Southern Travel’s shares in the range of $0.25 to $0.34 per share.

On the acceptance of one share into the offer, STHJV would become the dominant owner for the purposes of the Takeovers Code and it could then compulsorily acquire any remaining shares from the outstanding shareholders.

STHJV entered into a lock-up agreement with David George Lock under which he agreed to accept the offer. On 13 March 2015, STHJV gave notice that it had become the dominant owner. On 10 April, STHJV issued its compulsory acquisition notice to acquire the remaining shares in Southern Travel.

 

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