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APA GROUP — M&A Activity 2012
Aug 20, 2012
64398_rns_2012-08-20_3f596a4a-d037-4477-a445-a79f818f3775.pdf
M&A Activity
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Hastings Funds Level 27, 35 Collins Street Management Limited Melbourne VIC 3000 Australia ABN 27 058 693 388 T +61 3 8650 3600 AFSL No. 238309 F +61 3 8650 3701 www.hfm.com.au Melbourne, London, New York, Sydney
Total pages: 2
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ASX Announcement
Hastings Diversified Utilities Fund (HDF)
21 August 2012
HDF – APA takeover offer recommended as superior to PPA offer
A subcommittee of independent directors of Hastings Funds Management Limited (HFML), as Responsible Entity for HDF, today advised that it has assessed the APA Group’s (APA) takeover offer and unanimously recommend that HDF Securityholders accept APA’s offer in the absence of a superior proposal.
The independent directors have therefore withdrawn their recommendation that HDF Securityholders accept Pipeline Partners Australia’s takeover offer of $2.43 per HDF security. Pipeline Partners Australia’s offer remains open for acceptance by HDF Securityholders until 7:00 pm (AEST) on 31 August 2012, unless extended or withdrawn.
Subject to meeting other offer conditions, APA’s offer price is dependent on the level of HDF ownership that APA achieves, namely:
If APA achieves ownership of 90 percent or more of HDF securities and becomes entitled to proceed to compulsory acquisition, its offer will comprise $0.80 in cash and 0.390 APA securities for each HDF security, or an implied value of $2.60 per HDF security based on APA’s closing price on 20 August 2012 of $4.62.
If APA achieves ownership of more than 70 percent but less than 90 percent of HDF securities, its offer will comprise $0.72 in cash and 0.390 APA securities for each HDF security, or an implied value of $2.52 per HDF security based on APA’s closing price on 20 August 2012 of $4.62.
APA’s offer is open for acceptance by HDF Securityholders until 7:00 pm (AEST) on 4 September 2012, unless extended or withdrawn.
As a result of the independent directors unanimously recommending APA’s takeover offer in the absence of a superior proposal, HDF is liable to pay Pipeline Partners Australia the break fee of $12.3 million in accordance with the Takeover Bid Implementation Deed between HDF and Pipeline Partners Australia.
HDF Chief Executive Officer Colin Atkin said, “We are pleased the higher offer from the APA Group is recognising the value that has been built up through the hard work of the Hastings and Epic Energy team over many years for the benefit of Securityholders.”
Independent Director Acceptance
The independent director that holds HDF securities has indicated that the APA offer will be accepted in respect of his HDF security holdings in the absence of a superior offer. The non-independent directors of HFML have abstained from making a recommendation to HDF Securityholders regarding the APA offer because of their potential conflict of interest.
Unless otherwise stated, the information contained in this document is for informational purposes only. It does not constitute an offer of securities and should not be relied upon as financial advice. The information has been prepared without taking into account the investment objectives, financial situation or particular needs of any particular person or entity. Before making an investment decision you should consider, with or without the assistance of a financial adviser, whether any investments are appropriate in light of your particular investment needs, objectives and financial circumstances. Neither Hastings, nor any of its related parties including Westpac Banking Corporation ABN 33 007 457 141, guarantees the repayment of capital or performance of any of the entities referred to in this document and past performance is no guarantee of future performance. Hastings, as the Manager or Trustee of various funds, is entitled to receive management and performance fees.
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Timetable
The independent directors expect to release a Supplementary Target’s Statement shortly after APA’s Supplementary Bidder’s Statement is released. Detailed reasons about why HDF Securityholders should accept the APA offer, in the absence of a superior proposal, will be included in HDF’s Supplementary Target’s Statement.
For more information, HDF Securityholders are advised to contact the HDF Information Line on 1800 815 610 (toll-free in Australia) or +612 8256 3357 (outside Australia).
For further enquiries, please contact:
Colin Atkin Chief Executive Officer
Hastings Diversified Utilities Fund Tel: +61 3 8650 3600 Fax: +61 3 8650 3701 Email: [email protected] Website: www.hfm.com.au
Simon Ondaatje Head of Investor Relations
Hastings Funds Management Tel: +61 3 8650 3600 Fax: +61 3 8650 3701 Email: [email protected] Website: www.hfm.com.au
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Jane Frawley Company Secretary
Hastings Funds Management Limited