Offeror(s): Briscoe Group Limited

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

Offer Date: 24/07/2015

Closing Date: 17/09/2015

Offer Type: Full

Exemption: Kathmandu Holdings Limited - Exemption Notice 2015

Summary of transaction:

On 1 July 2015, Briscoe Group Limited (“Briscoe”) announced its intention to make a full takeover offer for all the shares in Kathmandu Holdings Limited (“Kathmandu”) that it did not already hold. Prior to the announcement, Briscoe had acquired a 19.99% stake in Kathmandu.

Briscoe made its offer on 24 July 2015. The offer price was five Briscoe shares for every nine Kathmandu shares plus $0.20 per share in cash. Pursuant to the Takeovers Code (Kathmandu Holdings Limited) Exemption Notice 2015 (see above), Briscoe offered overseas shareholders and small security holders a cash alternative to the scrip consideration, which would be determined by the nominee facility conditions of rule 20 exemptions granted by the Panel.

The offer was conditional on, among other things:

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

  • Briscoe shareholders approving the offer as a major transaction for the purposes of section 129 of the Companies Act.

The offer closed on 17 September 2015 with Briscoe receiving acceptances that, when taken together with its existing shareholding, amounted to 23.49% of the voting rights in Kathmandu.

Briscoe gave notice on 18 September 2015 that the offer had lapsed because it had not received sufficient acceptances under the offer. Briscoe’s holding in Kathmandu reduced to its pre-offer level of 19.99%.