Hellaby Holdings Limited


Transaction Type: Takeover (Full)

Offeror: Bapcor Finance Pty Limited

Independent Adviser(s): Grant Samuel (Rule 21) and Northington Partners (Rule 22)

Offer commencement date: 21/10/2016

Offer closing date: 7/02/2017


On 27 September 2016, Bapcor Finance Pty Limited (Bapcor) gave notice of its intention to make a full takeover offer for Hellaby Holdings Limited (Hellaby).

Bapcor despatched its offer to shareholders on 21 October 2016. Two classes of equity securities in Hellaby were subject to the offer: ordinary shares, and a conditional right to be issued ordinary shares in the future held by the vendors of a company previously acquired by Hellaby (the TBS Right).  Bapcor offered $3.30 per ordinary share, and $1.727 million for the TBS Right. Bapcor subsequently increased its offer to $3.60 per ordinary share.

The offer period was extended by Bapcor to close on 7 February 2017. As a result of acceptances under the offer, Bapcor became a dominant owner in Hellaby on 1 February 2017, and subsequently announced its intention to compulsorily acquire the outstanding securities in Hellaby. Following the compulsory acquisition process, Hellaby was delisted from the NZX Main Board of the NZX on 8 March 2017.

Grant Samuel prepared a rule 21 independent adviser’s report on the merits of the offer and Northington Partners prepared a rule 22 independent adviser’s report on the fairness of the offer as between the classes of voting securities.