AI assistant
BABYLON PUMP & POWER LIMITED — M&A Activity 2014
Aug 25, 2014
64557_rns_2014-08-25_c9835642-09d1-43e9-8107-4eb7aaeee1b4.pdf
M&A Activity
Open in viewerOpens in your device viewer
==> picture [25 x 97] intentionally omitted <==
ASX
Release
26
August
2014
Acquisition of ADX Management
IMI expands proposed Data Centre Management Strategy
-
IMI has entered into an agreement to acquire ADX Management Pty Ltd
-
The proposed acquisition expands and accelerates IMI’s strategy to become manager of a major data centre Trust
-
ADX is manager of the Australian Data Exchange Trust
-
The Trust has an exclusivity agreement in respect of the acquisition of a building at Tullamarine, Victoria for conversion into a major data centre and will own a site for construction of a data centre in Brisbane
-
First stage conversion of the Tullamarine site is expected to be complete by mid 2015
-
IMI will be manager of the Trust with an interest in 35% of the units
**Overview
of
the
Acquisition**
IMI IMI
Limited
(ASX:
IMI,
IMIO)
(“ ”
or
“ the
Company ”)
has
terminated
its
previous
agreement with
White
Data
Limited
and
is
pleased
to
announce
that
it
has
entered
into
a
broader ADX agreement
to
acquire
100%
of
ADX
Management
Limited
(“ ”)
in
exchange
for
$6.0
million of
shares
in
IMI
(based
on
an
issue
price
of
0.2
cents
per
new
IMI
share)
(“ the
Acquisition ”). The
Acquisition
is
subject
to
certain
conditions
described
in
this
announcement
being
satisfied.
==> picture [322 x 161] intentionally omitted <==
----- Start of picture text -----
On completion of fit-out
----- End of picture text -----
IM Medical Limited T 03 9607 8280 Level 40 F 03 9613 4111 140 William St. Melbourne VIC 3000Aust E [email protected] ACN 009 436 908 W immedical.com.au
==> picture [25 x 97] intentionally omitted <==
ADX
is
a
specialist
management
company,
and
is
manager
of
the
Australian
Data
Exchange Trust Trust
(the
“ ”).
ADX
is
focussed
on
becoming
a
leading
provider
of
data
centre,
disaster recovery
and
technology
solutions
in
Australia.
The
Trust
has
entered
into
an
exclusivity
agreement
to
acquire
a
24,000
m[2] property
at Tullamarine
in
Victoria
for
conversion
into
a
major
data
centre.
The
first
stage
of
fit-‐out
at Tullamarine
is
to
comprise
approximately
2,300m[2] data
centre
technical
space.
The
Trust
has
a non-‐binding
heads
of
agreement
to
lease
the
first
stage
of
the
Tullamarine
data
centre
to Ascalon
(Mel)
Pty
Ltd
for
$8.1m
p.a.
ADX
intends
to
offer
data
centre
facilities
and
solutions
to
cloud
computing
service
providers, telecommunications
and
information
technology
providers,
and
corporate
and
government departments
generally.
==> picture [459 x 94] intentionally omitted <==
Proposed
Brisbane
Data
Centre
The
Board
believes
that
the
proposed
acquisition
of
ADX
and
change
of
business
is
in
the interests
of
IMI
shareholders
and
is
a
very
positive
step
for
the
Company.
Following completion
of
the
Acquisition,
IMI
expects
to
have
a
single
clear
focus
on
development
and management
of
data
centre
and
cloud
computing
services.
The
Trust
has
an
exclusivity
agreement
to
acquire
a
major
former
newspaper
print
facility
at Tullamarine 31-‐69
Western
Avenue,
Westmeadows
at
Tullamarine,
Victoria
(“ ”).
On completion
on
the
Acquisition
the
Trust
will
also
own
a
data
centre
development
site
in Brisbane
(“ Brisbane
Data
Centre ”).
The
Trust
intends
to
commence
conversion
of
the Tullamarine
building
into
a
major
data
centre
on
completion
of
the
Acquisition.
The
Trust’s
initial
focus
will
be
the
development
of
Stage
1
of
the
Tullamarine
data
centre
in Melbourne.
The
Trust’s
strategy
is
to
proceed
with
the
Brisbane
data
centre
as
a
subsequent development
in
stages
based
on
tenant
demand.
The
Trust
is
also
in
discussions
regarding potential
additional
data
centre
sites
and
development
opportunities
in
both
other
Australian major
cities.
On
completion
of
the
Acquisition,
IMI
will
have
a
right
to
approximately
35.5%
of
the
units
in the
Trust
through
a
$3
million
convertible
loan.
IM Medical Limited T 03 9607 8280 Level 40 F 03 9613 4111 140 William St. Melbourne VIC 3000Aust E [email protected] ACN 009 436 908 W immedical.com.au
==> picture [25 x 97] intentionally omitted <==
IMI,
through
ADX,
expects
to
receive
management
fees
as
manager
of
the
Trust,
based
on
the Trust’s
gross
asset
value,
property
acquisition
and
fit-‐out
fees,
and
performance
fees
against benchmark
performance.
A
wholly
owned
subsidiary
of
IMI
will
become
the
trustee
of
the Trust
on
completion
of
the
Acquisition.
IMI
will
receive
a
Responsible
Entity
fee
from
the
Trust (once
listed)
equivalent
to
1%
of
the
gross
assets
of
the
trust
per
annum.
IMI
will
also participate
in
any
distributions
by
the
Trust
on
conversion
of
its
convertible
loan
into
units
in the
Trust.
**The
Tullamarine
Data
Centre**
The
building,
in
excellent
condition,
is
ideally
suited
for
conversion
into
a
major
data
centre, with
significant
existing
power
capacity,
power
and
cooling
infrastructure
in
place.
The Tullamarine
facility
is
ideally
located
5
km
from
the
Melbourne
airport
and
19.5
km
from
the CBD,
adjacent
to
multiple
fibre
paths.
The
5.97
Ha
site,
with
a
Gross
Lettable
Area
of
24,000m2
has
potential
for
development
into
a significant
data
centre
exceeding
7,200m2
of
multi-‐tier
white
space
at
20MW
capacity.
Stage
1 of
the
proposed
development
comprises
circa
2,300m2
of
data
centre
white
space
at
2.3
MW capacity.
The
trust
has
estimates
for
the
Stage
1
fit-‐out
of
circa
$35m
and
a
draft
valuation
on completion
of
stage
1
of
$103
million.
The
Trust
has
entered
into
a
non-‐binding
Heads
of
Agreement
for
a
20
year
lease
with
Ascalon for
the
entire
Stage
1
development
at
an
initial
rent
of
$8.1million
p.a.
Construction
of
the
first stage
of
fit-‐out
of
the
Tullamarine
data
centre
is
scheduled
to
commence
on
completion
of
the Acquisition,
funded
primarily
by
debt
finance
to
be
arranged
prior
to
completion
of
the acquisition.
The
Stage
1
data
centre
space
is
expected
to
become
operational
progressively from
March
2015.
**The
Proposed
Brisbane
Data
Centre**
Development
approval
has
been
granted
for
the
construction
of
a
proposed
23,000
square metre
data
centre
facility
on
the
approximately
3.4
Ha
site
comprised
of
five
data
centre
halls and
an
office
building.
The
construction
and
fitout
to
shell
and
core
stage
has
been
costed
at approximately
$40
million
excluding
GST.
The
base
building
and
fitout
is
targeting
a
design
that
plans
to
deliver
an
Uptime
Institute
Tier III
Data
Centre
rating,
a
minimum
NABERS
5
Star
and
LEED
Gold
rating.
The
design
is
also intended
to
deliver
a
Power
Utilisation
Efficiency
of
1.3
or
lower,
a
key
factor
in
delivering lower
operating
costs
and
attracting
tenants
to
the
facility.
The
data
centre
is
designed
for
up
to
10-‐12
MW
capacity.
The
Trust’s
expectation
is
that
the development
will
proceed
in
stages
based
on
tenant
demand.
IM Medical Limited T 03 9607 8280 Level 40 F 03 9613 4111 140 William St. Melbourne VIC 3000Aust E [email protected] ACN 009 436 908 W immedical.com.au
==> picture [25 x 97] intentionally omitted <==
A
summary
of
the
valuation
for
both
properties
is
being
prepared
and
will
be
included
in
the Company’s
proposed
Notice
of
Meeting
and
Prospectus
expected
to
be
dispatched
to shareholders
in
September
2014.
**New
Directors**
On
completion
of
the
Acquisition,
it
is
proposed
that
Mr
Ian
Campbell
and
Mr
Jamie
Cullen,
will join
the
Board
of
IMI.
The
appointments
will
bring
significant
expertise
to
the
IMI
Board.
A profile
of
the
new
and
proposed
directors
is
set
out
later
in
this
announcement.
On
completion
of
the
Acquisition,
with
the
appointment
of
the
new
directors,
existing
directors Mr
Nigel
Blaze,
and
Mr
Paul
Burton
will
resign
from
the
IMI
Board.
The
Board
will
consider
the
appointment
of
additional
experienced
potential
executives
and directors
to
further
broaden
the
skills
and
expertise
available
to
the
Board.
The
Company expects
to
make
an
announcement
regarding
proposed
senior
management
in
the
near
future.
**The
Australian
Data
Exchange
Trust**
A
wholly
owned
subsidiary
of
IMI
will
become
the
trustee
of
the
Trust
on
completion
of
the Acquisition.
The
Trust
intends
to
seek
a
separate
ASX
listing
of
the
Trust
within
12
months.
The
Trust
is
currently
in
discussions
regarding
bank
finance
to
fund
the
fitout
of
the
Tullamarine facility.
Completion
of
the
Acquisition
is
conditional
on
the
Trust
entering
into
an
agreement
to acquire
the
Tullamarine
property
and
being
offered
a
debt
finance
facility
on
terms
acceptable to
the
Trust,
ADX
and
IMI
that
is
sufficient
to
complete
the
acquisition
of
the
Tullamarine property
and
fund
the
stage
1
development.
The
Trust
intends
to
raise
circa
$1m
by
way
of
a convertible
loan
to
enable
it
to
pay
an
initial
deposit
on
the
Tullamarine
acquisition.
In
its
capacity
as
trustee
of
the
Trust
(through
a
subsidiary),
IMI’s
medium
term
objective
is
for the
Trust
to
acquire
and
develop
additional
data
centre
sites
so
it
becomes
a
significant specialist
property
trust.
**Acquisition
Terms**
The
key
terms
of
the
Merger
Implementation
Agreement,
which
contains
the
terms
of
the Acquisition,
are
as
follows:
(a) the
agreement
is
subject
to
a
number
of
conditions
including:
-
completion
of
a
minimum
of
$6.0
million
equity
capital
raising
by
IMI
that
is
proposed -
to
be
underwritten
(“ Equity
Capital
Raising ”); -
a
contract
for
the
sale
of
the
Tullamarine
property
being
executed
in
a
form
acceptable to
IMI;
IM Medical Limited T 03 9607 8280 Level 40 F 03 9613 4111 140 William St. Melbourne VIC 3000Aust E [email protected] ACN 009 436 908 W immedical.com.au
==> picture [25 x 97] intentionally omitted <==
-
receipt
of
an
offer
of
debt
finance
to
complete
the
acquisition
of
the
Tullamarine property,
fund
the
phase
1
development
and
refinance
$4.2
million
of
existing
debt; -
completion
of
the
transfer
of
the
Brisbane
Data
Centre
site
to
the
Trust; -
the
Trustee
entering
into
a
lease
for
at
least
20
years
with
Ascolon
(MEL)
Pty
Ltd
for
the Stage
1
development
of
the
Tullamarine
property
for
an
initial
rent
of
at
least
$8.1 million
per
annum,
and
otherwise
on
terms
no
less
favourable
than
the
Heads
of Agreement; -
shareholder
approval
of
the
matters
the
subject
of
this
announcement;
and -
re-‐compliance
with
Chapters
1
&
2
of
the
ASX
Listing
Rules
and
re-‐admission
to
the official
list
of
the
ASX. -
(b) IMI
will
acquire
all
the
shares
in
ADX
from
its
existing
shareholders.
Consideration
for
the acquisition
of
ADX
is
new
IMI
shares,
with
a
notional
aggregate
value
of
$6.0
million based
on
a
price
of
IMI
shares
of
0.2
cents
per
share.
Immediately
following
the Acquisition
and
the
Equity
raising
referred
to
below,
shareholders
in
ADX
will
hold approximately
40%
of
the
shares
in
IMI.
The
consideration
will
be
paid
in
post-‐ consolidation
shares
conditional
on
IMI
completing
a
share
consolidation,
as
set
out under
“Capital
Structure”
below.
-
(c) IMI
will
hold
a
shareholder
meeting
to
seek
approval
for: -
(i) the
1
for
100
share
consolidation; -
(ii) the
issue
of
shares
as
consideration
for
the
Acquisition; -
(iii) the
Equity
Capital
Raising; -
(iv) change
in
the
nature
and
scale
of
business
arising
from
the
Acquisition; -
(v) change
of
name
of
IMI
to
ADX
Holdings
Limited
and
associated
change
to
the constitution; -
(vi) appointment
of
the
new
directors; -
(vii)
the
issue
of
124
million
options
(on
a
pre-‐consolidation
basis)
to
investors
in
a
share placement
announced
on
19
December -
The
options
are
exercisable
at
0.25 cents
(pre-‐consolidation)
on
or
before
30
September
2017
(“Option”);
and -
(viii)
other
shareholder
approvals
as
required
to
effect
the
acquisition
of
ADX.
IM Medical Limited T 03 9607 8280 Level 40 F 03 9613 4111 140 William St. Melbourne VIC 3000Aust E [email protected] ACN 009 436 908 W immedical.com.au
**Corporate
Structure**
==> picture [25 x 97] intentionally omitted <==
The
proposed
corporate
structure
of
the
IMI
group
following
completion
of
the
Equity
Raising and
the
Acquisition
is
set
out
below.
==> picture [209 x 219] intentionally omitted <==
**Re-‐compliance
with
Chapters
1
&
2
of
the
ASX
Listing
Rules**
The
proposed
acquisition
of
ADX
constitutes
a
significant
change
in
the
nature
and
scale
of
the Company’s
activities
of
the
nature
contemplated
by
Chapter
11
of
the
ASX
Listing
Rules.
As
a result
of
changing
the
nature
of
its
activities
to
the
development,
management
and
ownership of
data
centres,
various
aspects
of
the
transaction
will
need
to
be
approved
by
shareholders and
the
Company
will
need
to
re-‐comply
with
the
requirements
of
Chapters
1
and
2
of
the
ASX Listing
Rules.
The
Company
intends
to
convene
a
meeting
of
shareholders
as
soon
as
practicable
to
approve the
necessary
aspects
of
the
transaction.
IMI
will
also
issue
a
prospectus
for
the
Equity
Capital Raising
to
enable
the
Company
to
complete
the
Acquisition
and
support
its
intended development
strategy.
Further
details
will
be
provided
in
the
Notice
of
Meeting
and
the Prospectus
which
will
be
sent
to
all
IMI
shareholders.
The
Company
expects
its
securities
will
be
suspended
from
trading
from
the
date
of
the meeting
of
shareholders
and
will
remain
in
suspension
until
the
Company
satisfies
the requirements
of
Chapters
1
and
2
of
the
ASX
Listing
Rules.
It
is
anticipated
that
the
IMI shareholder
meeting
will
occur
in
mid
October
2014.
IM Medical Limited T 03 9607 8280 Level 40 F 03 9613 4111 140 William St. Melbourne VIC 3000Aust E [email protected] ACN 009 436 908 W immedical.com.au
**Proposed
Share
Consolidation,
Equity
Capital
Raising
and
Use
of
Funds**
==> picture [25 x 97] intentionally omitted <==
The
Company
intends
to
seek
shareholder
approval
to
consolidate
its
shares
and
to
raise
a minimum
of
$6.0
million
and
up
to
$8.0
million
via
a
prospectus
offering.
The
Equity
Capital Raising
is
expected
include
a
priority
offer
to
IMI
shareholders
of
not
less
than
$2
million. Investors
will
receive
1
free
listed
option
for
every
3
shares
subscribed
under
the
Equity
Capital Raising
(exercisable
at
25¢
on
or
before
30
September
2017)
(“ Option ”).
Patersons The
Company
has
appointed
Patersons
Securities
Limited
(“ ”)
as
Corporate
Adviser
in respect
of
the
Acquisition
and
as
Lead
Manager
to
the
Equity
Capital
Raising.
The
Equity Capital
Raising
is
proposed
to
be
underwritten
to
the
minimum
offer,
and
further
details
in respect
of
the
capital
raising
will
be
set
out
in
the
prospectus
which
the
Company
expects
to lodge
in
September
2014.
The
Company
intends
to
make
available
30
million
options
to
the underwriter
to
be
issued
on
the
same
terms
as
the
Options.
The
proceeds
of
the
capital
raising
will
be
used
to
complete
the
Acquisition,
to
invest approximately
$3
million
in
convertible
notes
in
the
Trust,
to
pay
the
costs
of
the
Acquisition and
the
Equity
Capital
Raising
and
for
general
working
capital
purposes.
**Capital
Structure**
The
indicative
capital
structure
of
IMI
is
set
out
below
on
the
basis
of
completion
of
the Consolidation,
the
minimum
Equity
Capital
Raising
and
the
Acquisition.
| Gross Amount | ||||
|---|---|---|---|---|
| Shares | Options | |||
| % | Raised | |||
| (m) | (m) | |||
| ($m) | ||||
| Securities on Issue | ||||
| 9.5 | 12.7% | 7.21 1 |
- | |
| Acquisition of ADX | ||||
| 30.0 | 40.3% | |||
| Prospectus Offer 2 |
||||
| 30.0 | 40.3% | 10.0 | $6.0 | |
| Performance Shares 3 |
||||
| 5.0 | 6.7% | 5.0 | ||
| Underwriter Options | ||||
| 31.23 4 |
||||
| Total | ||||
| 74.5m | $14.9m | 53.4m | $6.0m | |
-
Existing
options
exercisable
at
72¢
(post-‐consolidation)
on
or
before
30
September
2016 -
The
Offer
is
conditional
on
completion
of
a
minimum
$6.0
million
equity
capital
raising
and: -
IMI
shareholder
approval
and
completion
of
the
acquisition
of
ADX
Management
Limited; -
completion
of
the
transfer
of
the
Brisbane
data
centre
site
to
the
Trust;
and -
re-‐compliance
with
Chapters
1
&
2
of
the
ASX
Listing
Rules
and
re-‐admission
to
the
official
list
of
the
ASX -
- Performance
shares
&
options
issued
in
3
tranches
are
conditional
on
defined
hurdles:
(i)
listing
the
Trust
by
30
September
2015,
(ii) completion
of
Stage
1
Tullamarine
fit-‐out
by
30
June
2015,
and
(iii)
the
gross
asset
value
of
the
Trust
increasing
to
more
than
$200 million
by
30
June
- Performance
-
30.0m
Underwriter
Options
and
1.2m
Options
to
be
issued
to
participants
in
a
prior
Placement
issued
on
the
same
terms
as
the Options
IM Medical Limited T 03 9607 8280 Level 40 F 03 9613 4111 140 William St. Melbourne VIC 3000Aust E [email protected] ACN 009 436 908 W immedical.com.au
==> picture [25 x 97] intentionally omitted <==
Details
of
the
proposed
share
consolidation
and
the
Equity
Capital
Raising
will
be
set
out
in
the Notice
of
Meeting
and
Prospectus
expected
to
be
lodged
in
September
2014.
**Change
of
Company
Name**
The
Company
will
seek
shareholder
approval
to
change
its
name
to
ADX
Holdings
Limited
to better
reflect
the
nature
of
the
company
after
completion
of
the
Transaction.
**Indicative
Timetable**
Event |
Expected Date* |
|---|---|
| Dispatch Shareholder Meeting Documentation | Early September 2014 |
| Dispatch Prospectus | Early September 2014 |
| Shareholder Meeting, Complete Equity Capital Raising | Mid October 2014 |
| Suspend Company Shares | Mid October 2014 |
| Re-comply with Listing Rules 1 & 2 | Late October 2014 |
| Complete Acquisition |
Late October 2014 |
- Shareholders
should
note
that
the
timetable
is
indicative
only
and
is
subject
to
change.
The
Company
will
keep shareholders
informed
of
the
timing
of
implementation
of
the
transaction
as
it
progresses.
**New
Directors**
**Hon.
Ian
Campbell
–
Proposed
Chairman
&
Non-‐Executive
Director**
Non-‐Executive
Director
and
Chairman
elect
of
ASG
Group
Limited
(ASX:
ASZ)
a
major
IT solutions
provider
to
medium
to
large
scale
enterprises.
Director
–
Brookfield
Financial. Former
Federal
Senator
(17
years)
and
Cabinet
Minister
in
the
Howard
Government.
As Parliamentary
Secretary
to
the
Treasurer,
Ian
developed
the
Corporate
Law
Economic
Reform Program
(CLERP).
As
Parliamentary
Secretary
to
the
Minister
for
Communications,
he
was responsible
for
ICT
policy
implementation.
Prior
to
parliament,
Ian
was
a
commercial
and industrial
property
consultant,
and
Company
Director.
**Jamie
Cullen
–
Proposed
Non-‐Executive
Director
elect
(B.Com,
CA,
F
Fin,
FAICD)**
Twenty
years
experience
as
CEO
of
ASX
listed
entities
-‐
Resource
Equipment
Limited
(2008
– 2014)
and
PCH
Group
Ltd
(1994
–
2007),
both
specialist
international
rental
and
contracting businesses
serving
the
mining,
oil
&
gas
and
construction
sectors.
Previously
finance
and management
executive
in
motion
picture
industry
in
Los
Angeles
and
prior
to
that
with PriceWaterhouseCoopers
in
Australia,
New
Zealand
and
Los
Angeles.
For
and
on
behalf
of
the
IMI
Board
Nigel
Blaze Chairman
IM Medical Limited T 03 9607 8280 Level 40 F 03 9613 4111 140 William St. Melbourne VIC 3000Aust E [email protected] ACN 009 436 908 W immedical.com.au