Turners Group NZ Limited
Transaction Type: Takeover (Compulsory acquisition)
Offeror: Dorchester Turners Limited
Independent Adviser(s): Grant Samuel (Rule 21)
Offer commencement date: 18/09/2014
Offer closing date: 6/11/2014
On 18 August 2014, NZX-listed Dorchester Pacific Limited, through its wholly owned subsidiary Dorchester Turners Limited (Dorchester), made a full takeover offer for all the ordinary shares in Turners Group NZ Limited (Turners).
The consideration offered per Turners share was equivalent to $3.00 and paid in:
- cash; or
- two year convertible bonds issued by Dorchester Pacific Limited paying a 9% interest rate, convertible to Dorchester shares or cash on maturity; or
- Dorchester Pacific Limited ordinary shares at an issue price of $0.25 per share; or
- any combination of the above.
The offer was subject to, among other things, the following conditions:
- Dorchester receiving acceptances that would result in it holding or controlling 90% or more of the voting rights in Turners; and
- Turners declares and pays a $0.15 special dividend within five days from the closing date of the offer.
On 17 October 2014, Dorchester held or controlled 86.811% of the voting rights in Turners and extended its offer by three weeks until 7 November 2014.
The offer was declared unconditional on 25 October 2014.
On 29 October 2014, Dorchester notified dominant ownership. On 31 October 2014, Dorchester sent out its compulsory acquisition notice.
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