Michael Hill International Limited


Transaction Type: Company meeting (Acquisition)

Acquirer: Durante Holdings Pty Limited

Independent Adviser(s): Simmons Corporate Finance (Rule 18)

Date of meeting: 5/11/2010


On 25 August 2010, the Hill family notified Michael Hill International Limited (MHI) of their intention to seek shareholder approval to consolidate their various holdings of voting rights in MHI into a single entity by transferring the shares held by three trusts associated with the Hill family (the Hill family trusts) to Durante Holdings Pty Limited (Durante), and subsequently to increase Durante’s shareholding in MHI from approximately 48% to approximately 51% through on-market acquisitions. 

An on-market acquisition process would mean that information including the identity of the seller of the shares and the price paid for the shares would not be known at the time of the shareholder meeting. As such, the proposal to seek shareholder approval for on-market acquisitions required exemptions with respect to these matters from the Takeovers Panel. After the Panel executive advised that these exemptions would be unlikely to be granted, the Hill family indicated they would no longer be seeking shareholder approval for the on-market acquisitions. 

On 5 November 2010, the acquisition by Durante of all of the shares held by the Hill family trusts was approved at an annual meeting of shareholders. 

Simmons Corporate Finance prepared a rule 18 independent adviser’s report on the merits of the acquisitions.