Tegel Group Holdings Limited
Transaction Type: Takeover (Full)
Offeror: Bounty Holdings New Zealand Limited
Independent Adviser(s): KordaMentha Limited (Rule 21), Northington Partners (Rule 22), TDB Advisory Limited (Rule 57)
Offer dispatch date: 24/05/2018
Offer closing date: 24/08/2018
On 28 May 2018, Bounty Holdings New Zealand Limited (Bounty) made a full takeover offer for all of the fully paid ordinary shares (Shares) that Bounty did not already hold, and all of the performance rights granted under the equity settled share based incentive plan for senior managers and eligible employees in May 2016 (the FY2017 Performance Rights) and in July 2017 (the FY2018 Performance Rights) (each a separate class of equity security and together, the Performance Rights), in Tegel Group Holdings Limited (Tegel, and the Offer).
On 24 August 2018, the Offer closed with Bounty receiving 96.113% of Tegel shares. On 27 September 2018, Bounty gave notice to remaining shareholders that it had become the dominant owner of Tegel, and that it was exercising its compulsory acquisition rights to acquire the outstanding equity securities in Tegel. Bounty specified the acquisition price of:
(a) $1.23 per Share;
(b) $0.043 per FY2017 Performance Right; and
(c) $0.26 per FY2018 Performance Right.
Bounty subsequently received written objections to the compulsory acquisition price from holders of the Performance Rights, who together held 91.87% of the FY2017 Performance Rights, and 96.56% of the FY2018 Performance Rights.
On 2 November 2018, the Panel appointed TDB Advisory Limited (TDB) as the independent expert to determine the fair and reasonable value of the Performance Rights. On 29 November 2018, TDB made its final determination that Bounty should pay $0.166 per per FY2017 Performance Right, and $0.501 FY2018 Performance Right.
On 5 December 2018, the holders of FY2017 and FY2018 Performance Rights received the top-up payments.
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