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Investa Meeting and EM on Oxford takeover

November 11, 2018

 

Investa Listed Funds Management Limited, the Responsible Entity of the Investa Office Fund issued a Notice of Meeting and Explanatory Memorandum with respect to the Oxford Properties Group proposal to acquire all of the units in IOF.

 

The Independent Expert, KPMG has now concluded that the Scheme is in the best interests of IOF unitholders in the absence of a superior proposal. In arriving at this opinion, the Independent Expert has assessed the Scheme to be fair and reasonable.

 

The Directors of ILFML unanimously recommend that IOF unitholders vote in favour of the Scheme, in the absence of a superior proposal. 

 

A meeting of investors has been scheduled for the 4th December. 

 

Summary of Oxford Proposal

Under the Oxford Proposal, Oxford has offered to acquire all of the units in IOF for $5.60 cash per IOF Unit , less any distributions declared or paid by IOF on or after 13 September 2018 and prior to implementation of the Oxford Proposal.

 

The Oxford Proposal is subject to a number of customary conditions including receipt of judicial advice from the Court, regulatory approvals and approval by IOF Unitholders.

 

If the Oxford Proposal is successfully implemented, Oxford will acquire all of the IOF Units on issue and an application will be made for IOF to be delisted from the ASX.

 

Associates of the Oxford Acquirer currently hold approximately 19.99% of the units in IOF.

 

The Proposal Consideration of $5.60 per IOF Unit represents a:

  • 1.4% premium to the highest price offered by Blackstone for IOF Units of $5.52 per IOF Unit ;

  • 4.7% premium to the base consideration offered under the Blackstone Proposal of $5.3485 per IOF Unit ;

  • 23.1% premium to IOF’s ex-distribution price of $4.55 per IOF Unit on 25 May 2018, being the last trading day prior to announcement of the initial Blackstone Proposal; 

  • 26.1% premium to the 1 month VWAP of IOF Units up to 25 May 2018, being the last trading day prior to announcement of the initial Blackstone Proposal, of $4.44 per IOF Unit;

  • 28.7% premium to the 3 month VWAP of IOF Units up to 25 May 2018, being the last trading day prior to announcement of the initial Blackstone Proposal, of $4.35 per IOF Unit; and

  • 2.2% premium to IOF’s Pro Forma NTA per IOF Unit as at 30 June 2018 of $5.48.

 

Blackstone

Following the Oxford due diligence, on 12 October 2018, Oxford submitted a binding proposal that was capable of acceptance by ILFML to acquire IOF for $5.60 per unit. Blackstone did not exercise its matching rights under the Blackstone SIA to provide ILFML with a matching or superior proposal to the binding Oxford Proposal. As a result, ILFML entered into a scheme implementation agreement with the Oxford Acquirer to give effect to the Oxford Proposal; and  terminated the Blackstone SIA and paid a break fee of $32,006,439 to Blackstone.

 

See Explanatory Memorandum

 

 

 

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