Centuria Platform Investments Pty Ltd made a bid to acquire remaining 77% stake in Augusta Capital Limited from a group of shareholders for approximately NZD 130 million.
This offer will be subject to approval by Augusta shareholders, parties having received all consents and approvals of any third party other customary conditions including prohibition on changes to Augusta's capital structure and distributions. This offer is subject to minimum tender of 50% voting rights in Augusta. This offer conditional on Centuria resulting in holding not less than 90% of the voting rights in Augusta or if Centuria waives the condition of Centuria resulting in holding not less than 90% of the voting rights in Augusta, then Centuria resulting in holding more than 50% of the voting rights in Augusta. The offer has already obtained New Zealand Overseas Investment Office (OIO) consent. Augusta recommends its shareholders to take no action as of June 15, 2020. Augusta Capital Limited's Board has formed an Independent Directors committee comprising Paul Duffy, Mark Petersen and Kevin Murphy to oversee Augusta's response to the transaction. As on July 8, 2020, Centuria Capital Group has declared its full takeover offer for Augusta Capital unconditional and together with its existing 23.3% shareholding, holds 65.9% of Augusta's shares. As of July 13, 2020, The Independent Directors Committee unanimously recommended shareholders to accept the offer in the absence of a superior offer. As of July 28, 2020, Centuria Capital Group has received acceptances in respect of its full takeover offer which bring its ownership of Augusta to more than 75%. The Offer has already been declared unconditional by Centuria which means if Centuria does not achieve acceptances that take it above the 90% threshold where it can compulsorily acquire all remaining shares, the Offer will close with Centuria owning more than 75% of the shares of Augusta. As at August 4, 2020, Centuria had received acceptances for 85.04% of the total ordinary shares in Augusta and accordingly controls Augusta. As of August 6, 2020, Centuria had received acceptances for 90.8% of the total ordinary shares in Augusta and accordingly controls Augusta. On August, 12 2020, Centuria will hold and control more than 90% of the voting rights in Augusta and will issue a formal notice of its intention to compulsorily acquire the remaining Augusta shares under New Zealand's Takeover Code. This offer will open at the end of June 2020 and will close in mid-August 2020. As of June 30, the offer commenced on June 29, 2020 will close on August 10, 2020. It is anticipated that full takeover will be completed by mid-September 2020. The transaction shall have no impact on financial year 2020 earnings per Centuria's security or distribution per Centuria's security.
Moelis Australia Operations Pty Limited acted as financial advisor while Nathanael Starrenburg and Annie Steel of Harmos Horton Lusk and James Lonie of HWL Ebsworth Lawyers Pty Ltd. acted as legal advisors to Centuria Platform Investments Pty Ltd. Ernst & Young Transaction Advisory Services Limited acted as accountant and Computershare Investor Services Limited acted as registrar to Centuria Platform Investments Pty Ltd. Cameron Partners Ltd acted as financial advisor and Chapman Tripp acted as legal advisor to the Board committee of Augusta Capital. Grant Graham, Hamish Don and Shaun Hayward of Calibre Partners acted as the fairness opinion providers to Independent Directors Committee of Augusta Capital Limited.