Augusta Capital Limited
Transaction Type: Takeover (Full)
Offeror: Centuria New Zealand Holdings Limited
Independent Adviser(s): Calibre Partners (Rule 21)
Offer commencement date: 29/06/2020
Offer closing date: 10/08/2020
Exemption: Augusta Capital Limited - Exemption Notice 2020
On 29 June 2020, Centuria New Zealand Holdings Limited (Centuria) made a full takeover offer for all of the ordinary shares in Augusta Capital Limited (Augusta) for an offer price of NZ$0.20 cash and 0.392 Centuria stapled securities per Augusta share. On 2 July 2020, Centuria increased the cash component of the offer to NZ$0.22 per share. The independent directors of Augusta unanimously recommended that shareholders accept the offer from Centuria, in the absence of a superior proposal.
Augusta had a small number of shareholders with registered addresses outside New Zealand and Australia. It would have been impractical and unreasonably expensive for Centuria to make a scrip offer to these shareholders because of the costs of complying with relevant securities laws. An exemption from rules 20 and 56 of the Code to facilitate payment of alternative consideration to these shareholders in lieu of the scrip component of the consideration was granted on 5 June 2020.
The offer was declared unconditional on 8 July 2020. On 7 August 2020, Centuria announced that it had received over 90% acceptances under the offer and would compulsorily acquire the outstanding securities in Augusta.
After Centuria acquired the outstanding securities, Augusta delisted from the NZX Main Board on 21 August 2020.
Calibre Partners prepared the rule 21 independent advisers report on the merits of the offer. As the consideration included Centuria stapled securities (which were listed on the ASX in Australian dollars), Calibre Partners used an implied offer price of NZ$0.95 as a meaningful assessment of value that the offer consideration represented for shareholders. This implied offer price was within the assessed valuation range of $0.85 to $1.00.
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