AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

Sign up Log in

ARC FUNDS LIMITED M&A Activity 2008

Oct 1, 2008

64416_rns_2008-10-01_bbd8218d-ea71-4f41-8bec-b088f8d3c935.pdf

M&A Activity

Open in viewer

Opens in your device viewer

EQUITIES & FREEHOLDS

ADDITION INFORMATION RE TAKEOVER OFFER FOR FIRST OPPORTUNITY FUND

Equities and Freeholds Limited ( EQF or Bidder ) has announced its intention to make a takeover offer for all of the issued shares (each an FOF Share ) of First Opportunity Fund Limited ( FOF or Company ). EQF will offer 11 of its own shares (each an EQF Share ) for every 10 FOF Shares ( Offer ).

Tidewater Investments Limited ( Tidewater ), through its wholly owned subsidiary Loftus Lane Investments Pty. Limited ( Loftus ), is the largest individual shareholder in FOF, with an interest in 2,069,918 shares or 20.46% of FOF’s issued capital.

Since EQF is an 86.3% owned subsidiary of Tidewater, and a reasonable valuation of Tidewater’s holding of FOF Shares would exceed 5% of Tidewater’s total shareholders funds, EQF acknowledges the application of ASX Listing Rules 10.1, 10.2, 10.8, 10.9 and 10.10.

Prior to Loftus accepting the Offer, and in compliance with these ASX Listing Rules, EQF will be required to either:

convene a general meeting of shareholders, at which Tidewater would be unable to vote, with a report and opinion on the transaction by an independent expert (ASX Listing Rule 10.10); or
secure a “waiver” from ASX prior to acceptance (ASX Listing Rule 10.8)

At the current time, it is EQF’s intention to adopt the latter course of action and seek a waiver from ASX.

Tidewater has expressed the view to EQF that it wishes to prevent EQF’s investment portfolio being excessively weighted to one asset, namely FOF, as a result of Loftus accepting the Offer, as well as ensuring that there is a fair “value transfer” between EQF and Tidewater in the event that Loftus accepts the Offer for its FOF Shares. The Directors of EQF believe that given the nature of the assets of EQF and FOF, being mainly cash and listed securities, the scope for advantage to one party over the other in such a transaction is curtailed.

For further information: