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CENTREPOINT ALLIANCE LIMITED M&A Activity 2011

Jul 7, 2011

64601_rns_2011-07-07_fb3e97df-cf7f-4326-87be-81cb65545cb2.pdf

M&A Activity

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Announcement to the Market

8 July 2011


Proposed acquisition of Ventura Investment Management Limited (VIML) - Supplementary Scheme Booklet

Centrepoint Alliance Limited (CAF) wishes to advise that, further to the announcement on 24 June 2011, ASIC has registered a Supplementary Scheme Booklet in relation to the proposed acquisition by CAF of the 83% of externally owned shares in VIML through a scheme of arrangement. A copy of the Supplementary Scheme Booklet is appended to this notice.

The Supplementary Scheme Booklet provides additional information to address issues raised by shareholders of VIML. It should be noted that the additional information has not resulted in any change to the opinion given in the Independent Expert’s Report or in the recommendation of the directors of VIML.

Contacts

Tony Robinson ( Managing Director ) 03 9860 3035 or 0407 355 616 Ian Magee ( Company Secretary ) 08 9420 1203

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Supplementary Scheme Booklet

Ventura Investment Management Ltd | ACN 092 375 258

In relation to the acquisition by Centrepoint Alliance Limited ACN 052 507 507 (CAF) of 81.9% of the Founder Shares and 84.0% of the Planner Shares in Ventura Investment Management Ltd ACN 092 375 258 (Ventura) proposed in a Scheme Booklet dated 24 June 2011.

For the scheme of arrangement between Ventura and the Ventura Shareholders.

The notices of the Scheme Meetings are set out in Annexure E and Annexure F to the Scheme Booklet.

The Independent Directors recommend that, in the absence of a superior proposal, Ventura Shareholders vote in favour of the Scheme. The Independent Directors intend to do so for the Ventura Shares they hold or control. The Independent Expert has concluded that the Scheme is fair and reasonable and therefore in the best interests of the Ventura Shareholders.

This is an important document and requires your immediate attention. It should be read in its entirety. If you are not sure what to do, you should consult your investment or other professional adviser.

Legal Adviser McCullough Robertson Lawyers

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Table of contents

Key dates for Ventura Shareholders -------------------------------------------------- 4 Key dates for Ventura Shareholders -------------------------------------------------- 4
Important notices ------------------------------------------------------------------------ 5
Letter from the Independent Directors of Ventura - ---------------------------------- 6
How to Vote ------------------------------------------------------------------------------ 7
Supplementary Disclosure ------------------------------------------------------------ 9
1 Scheme Consideration for the Scheme ------------------------------------------------------ 9
1.1
Recent Trading Period ---------------------------------------------------------------------- 9
1.2
Independent Expert’s recommendation --------------------------------------------------- 9
2 Funds under management --------------------------------------------------------------------- 10
2.1
Summary of funds under management ---------------------------------------------------- 10
2.2
Net infows per quarter ---------------------------------------------------------------------- 11
3 Additional information -------------------------------------------------------------------------- 12
3.1
Status of conditions -------------------------------------------------------------------------- 12
3.2
Consents to be named ---------------------------------------------------------------------- 12
3.3
Lodgement of this Supplementary Scheme Booklet ------------------------------------- 12
3.4
No unacceptable circumstances ---------------------------------------------------------- 12
3.5
Other material information ---------------------------------------------------------------- 12
Annexure A ----------------------------------------------------------------------------- 13
Independent Expert’s Letter ----------------------------------------------------------------------- 13

3

Supplementary Scheme Booklet

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Key dates for Ventura Shareholders

Event* Date**
Date and time for deciding eligibility to vote at Scheme Meetings 18 July 2011 at 9.30 am
Last date and time to lodge proxies for Scheme Meeting 18 July 2011 at 9.30 am
Scheme Meeting (Scheme Founder Shareholders) 20 July 2011 at 9.00 am
Scheme Meeting (Scheme Planner Shareholders) 20 July 2011 at 9.30 am
Second Court Date 1 August 2011
Effective Date for the Scheme (transfers of Ventura Shares will not be registered 2 August 2011
after this date)
Record Date (Ventura Shareholders on the register at 8.00 pm on this date will 8 August 2011
be entitled to the Scheme Consideration)
Implementation Date 16 August 2011
Conversion of all Planner Shares on issue on the Record Date to Founder 16 August 2011
Shares on a 1 for 0.8860017 basis
Payment of Special Dividend (being a fully franked cash dividend of 46 cents for 16 August 2011
each Planner Share and each Founder Share which a Shareholder holds on the
Second Court Date)
Payment of the Scheme Consideration (transfer of CAF Shares to Ventura 16 August 2011
Shareholders)
Trading of CAF Shares Commences 17 August 2011
  • The Meetings will be held consecutively, starting with the Scheme Founder Shareholders’ Scheme Meeting at 9.00 am. The Scheme Planner Shareholders’ Scheme Meeting will begin after the end of this meeting, but not before the time specified above.

** All dates following the Scheme Meetings are indicative only and are subject to change.

All times referred to in the Scheme Booklet and this Supplementary Scheme Booklet are Queensland times unless stated otherwise.

4

Supplementary Scheme Booklet

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Important notices

This Supplementary Scheme Booklet

This Supplementary Scheme Booklet supplements disclosure in the Scheme Booklet dated 24 June 2011. You should read the Scheme Booklet and this Supplementary Scheme Booklet in their entirety before deciding how to vote on the resolutions to be considered at the Scheme Meetings. If you are not sure what to do, you should consult your investment or other professional adviser.

Capitalised terms used in this Supplementary Scheme Booklet have the meaning given to them in the Scheme Booklet.

Responsibility for information

The information in this Supplementary Scheme Booklet, other than the CAF Information and the Independent Expert Information (Ventura Information) has been provided by, and is the responsibility of, Ventura. None of Ventura’s advisers assume any responsibility for the accuracy or completeness of the Ventura Information.

The Independent Expert has provided the letter in Annexure A (Independent Expert Information). None of Ventura, CAF or any of their advisers assume any responsibility for the accuracy or completeness of that letter. However, Ventura has provided factual information that the Independent Expert has relied on in preparing that letter. The accuracy and completeness of that information is the responsibility of Ventura.

ASIC involvement

A copy of this Supplementary Scheme Booklet has been given to ASIC. ASIC takes no responsibility for the content of this Supplementary Scheme Booklet.

Important Notice associated with Court order under section 411(1) of the Corporations Act

At the First Court Hearing on 20 June 2011, the Court ordered Ventura to convene Scheme Meetings to consider and vote on the Scheme. The notices convening the Scheme Meetings are set out in Annexure E and Annexure F of the Scheme Booklet. The fact that the Court has ordered that the Scheme Meetings be convened is no indication that the Court:

  • (a) has formed a view as to the merits of the proposed Scheme or as to how the Scheme Founder Shareholders and the Scheme Planner Shareholders should vote (on this matter the Scheme Founder Shareholders and the Scheme Planner Shareholders must reach their own decision); or

  • (b) has prepared, or is responsible for, the content of the Scheme Booklet, which forms the explanatory statement attached to the Notices of Scheme Meetings.

The Court’s order for the convening of the Scheme Meetings is not an endorsement by the Court of the Scheme. On these matters the Ventura Shareholders must reach their own decision.

Disclosure about forward looking statements

Certain statements in this Supplementary Scheme Booklet relate to the future. Those statements may not be based on historical facts. They may reflect the current expectations of Ventura or, for the CAF Information, CAF, about future events or results. Those statements involve known and unknown risks, uncertainties, assumptions and other factors that may cause the actual events or results to differ materially from the statements. Deviations as to future conduct, results, performance and achievements are both normal and expected. None of Ventura nor CAF, their respective directors, officers or advisers, or any other person gives any representation, assurance or guarantee that the events or outcomes expressed or implied in any forward looking statement in this document will actually occur. You are cautioned against relying on any such statements.

You should carefully review the information in this Supplementary Scheme Booklet. Sections 2.1 and 2.2 of the Scheme Booklet set out reasons to vote in favour and reasons not to vote in favour of the Scheme.

All subsequent written and oral forward looking statements attributable to Ventura or CAF or any person acting on their behalf are qualified by this cautionary statement.

The forward looking statements included in this Supplementary Scheme Booklet are made at the date of this Supplementary Scheme Booklet. Subject to any continuing obligations under the ASX listing rules (if applicable) or the Corporations Act, Ventura and CAF do not give any undertaking to update or revise any such statements after the date of this Supplementary Scheme Booklet to reflect any change in expectations in relation to such statements or any change in events, conditions or circumstances on which any such statement is based.

Date

This Supplementary Scheme Booklet is dated 8 July 2011.

5

Supplementary Scheme Booklet

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Letter from the Independent Directors of Ventura

8 July 2011

Dear Ventura Shareholder

This Supplementary Scheme Booklet is an update to the Scheme Booklet dated 24 June 2011, and contains further information in relation to CAF’s offer to acquire 81.9% of the Founder Shares and 84.0% of the Planner Shares under a scheme of arrangement. If you have not received a copy of the Scheme Booklet or have lost it, you can request another copy from the Company Secretary.

The additional information in this Supplementary Scheme Booklet addresses issues raised by the Ventura Shareholders which relate to the Independent Expert’s recommendation in light of the recent changes in CAF Share prices.

The Independent Directors continue to unanimously recommend that Ventura Shareholders vote in favour of the Scheme, in the absence of a superior proposal. Additionally, the Independent Expert has not changed its opinion that the Scheme is in the best interests of Ventura Shareholders and recommends that Ventura Shareholders vote in favour of the Scheme. At the date of this Supplementary Scheme Booklet, the Board has not received a superior proposal.

The reasons for the Independent Directors’ recommendation in favour of the Scheme have not changed. These reasons and other relevant considerations for Ventura Shareholders are set out in section 2 of the Scheme Booklet.

A Scheme Booklet dated 24 June 2011 containing all information relevant to the Scheme was mailed to Ventura Shareholders. Other than as outlined in this Supplementary Scheme Booklet, no other terms or conditions of the Proposal have changed. Shareholders are encouraged to read this Supplementary Scheme Booklet together with the Scheme Booklet (including the report of the Independent Expert) carefully in full and, if required, to seek their own investment or other professional advice.

I encourage you to read this Supplementary Scheme Booklet and the Scheme Booklet in full and vote by attending the relevant Meetings or, if you are unable to attend, by completing and returning the relevant proxy forms by 18 July 2011 if you haven’t already done so (or if you want to revoke a proxy).

If you have any questions, you can contact Linda Kaddatz, Ventura Company Secretary, by phone on (07) 5574 0244 (9:00 am to 5:00 pm on weekdays) or by email to [email protected].

Yours faithfully

Kenneth Bruce Butler

On behalf of the Independent Directors of Ventura

Richard Philip Cahill

Charles Shane O’Reilly

John Barry Smith

Kenneth Bruce Butler

6

Supplementary Scheme Booklet

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How to Vote

Scheme Meetings

There will be two separate Scheme Meetings relating to the Proposal on 20 July 2011:

Scheme Meeting (Scheme Founder Shareholders) 20 July 2011 at 9.00 am
Scheme Meeting (Scheme Planner Shareholders) 20 July 2011 at 9.30 am

Each Scheme Meeting will be held at Level 14, Corporate Centre One, Corner of Bundall Road and Slatyer Avenue, Bundall, Queensland 4217.

Those persons who are registered as Ventura Shareholders on 18 July 2011 at 9.30 am will be eligible to vote at one or both of the two Scheme Meetings (depending on the class of Ventura Shares held).

Scheme Meetings

The resolution at each Scheme Meeting must be passed by:

  • (a) a majority in number of Ventura Shareholders in the relevant class, present and voting (in person or by proxy, attorney or corporate representative); and

  • (b) at least 75% of the votes cast at that Scheme Meeting.

The resolution at each Scheme Meeting is conditional on the resolution at the other Scheme Meeting being passed.

If all other Conditions Precedent have been satisfied or waived, the Court will then be asked to approve the Scheme.

What should you do?

  • 1 Read the Scheme Booklet and this Supplementary Scheme Booklet carefully.

  • 2 If you have any questions, you can contact Linda Kaddatz, Ventura Company Secretary, by phone on (07) 5574 0244 (9:00 am to 5:00 pm on weekdays) or by email at [email protected].

  • 3 Exercise your right to vote in person or by completing the proxy form. The Independent Directors believe the Scheme is a matter of importance for all Ventura Shareholders and therefore urge you to vote.

Voting in person

If you intend to vote in person (including by attorney or corporate representative), you should arrive at the venue by 8.30 am on 20 July 2011 so that your shareholding may be checked against the register and your attendance noted. Attorneys should bring with them the original or a certified copy of the power of attorney under which they have been authorised to attend and vote at the meeting.

To vote in person, a corporation may appoint an individual to act as its representative. The appointment must comply with the requirements of section 250D of the Corporations Act. The representative should bring to the meeting evidence of their appointment, including the authority under which it is signed.

7

Supplementary Scheme Booklet

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How to Vote cont’d

Voting by proxy

Proxy forms accompany the Scheme Booklet. You may appoint a proxy. The proxy need not be a Ventura Shareholder. You or your attorney must sign the proxy forms. If you are a corporation, the proxy form must be signed by two directors or by a director and a secretary or, for a proprietary company that has a sole director who is also the sole secretary, by that director, or by its attorney or duly authorised officer. Otherwise, the relevant authority (e.g. in the case of proxy forms signed by an attorney, the power of attorney) must either have been exhibited previously to Ventura or be enclosed with the proxy form.

The duly signed proxy form and the original or a certified copy of any relevant authority (if not exhibited previously to Ventura) must be received by Ventura no later than 9.30 am Queensland time on 18 July 2011. Your proxy form will not be valid unless it is actually received by Ventura before that time and date.

You must return your proxy form to Ventura by emailing it (in unalterable form e.g. PDF file format), posting it in the reply paid envelope provided (for use in Australia) or by delivering or faxing your proxy form to:

Post or deliver to: Ventura Investment Management Ltd (attention Linda Kaddatz), Level 14, Corporate Centre
One, Corner of Bundall Road and Slatyer Avenue, Bundall, Queensland 4217
Fax to: 07 5574 0190 (or if dialling from outside Australia +61-7- 5574 0190)
Email to: [email protected]

8

Supplementary Scheme Booklet

1 Scheme Consideration for the Scheme

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Supplementary Disclosure

1.1 Recent Trading Period

As set out in the Scheme Booklet, if the Scheme is approved, Ventura Shareholders will receive 1.4 CAF Shares per Post Conversion Ventura Share (rounded to the nearest share).

CAF Shares to be issued to Ventura Shareholders as part of the Scheme Consideration is expected to be listed for trading on ASX from 17 August 2011. In section 1.3 of the Scheme Booklet is a graph showing movements in the

CAF Share price during the three month period from March 2011 to close of trade on 26 May 2011.

During recent months, there has been a decline in the ASX quoted price of CAF Shares. Set out below is a graph showing movements in the CAF Share price during the three month period from 5 April 2011 to close of trade on 4 July 2011 (Recent Trading Period).

Figure 1.3.1: CAF Share price

The highest recorded price during the Recent Trading Period was $1.190 (Close).

The lowest recorded price during the Recent Trading Period was $0.860 (Close).

The last recorded sale price of CAF Shares immediately prior to the announcement of the Scheme on 8 April 2011 was $1.15.

1.2 Independent Expert’s recommendation

The Independent Expert has concluded that the Scheme is fair and reasonable and therefore in the best interests of Ventura Shareholders. The Independent Expert’s Report is set out as Annexure A of the Scheme Booklet.

As a result of the recent decline in the ASX quoted price of CAF Shares, some Ventura Shareholders have sought confirmation as to whether the Independent Expert’s recommendation that the Scheme is fair and reasonable has or has not changed, and requested for the Independent Expert to provide the reasons for its conclusion.

A letter from the Independent Expert is set out as Annexure A. The letter confirms that the recent decline in the ASX quoted market price of CAF Shares up to the date of the letter has not changed the Independent Expert’s opinion that the Scheme is fair and reasonable and sets out the reasons for the Independent Expert’s conclusion.

9

Supplementary Scheme Booklet

2 Funds under management

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Supplementary Disclosure

2.1 Summary of funds under management

In section 5.3 of the Scheme Booklet, a chart is included reflecting Ventura’s funds under management for the five years up to and including June 2010.

Since the date of the Scheme Booklet, the funds under management figures in relation to the year ended 30 June 2011 have been finalised. Those figures have now been incorporated in to the chart below which now reflects Ventura’s funds under management for the six years up to and including June 2011.

Funds under management has decreased significantly over the financial year ended 30 June 2011 as a result of consistent net outflows each month since August 2010. The net outflows have ranged from $4.6 million to $9.5 million each month, with current trends indicating a net outflow of $6 million per month.

The reduction in net inflows of Ventura’s funds under management since August 2009 is set out on a quarterly

basis in the chart in section 2.2 of this Supplementary Scheme Booklet (below). As mentioned in the Scheme Booklet at section 4.1 it is considered that a significant contributor to the reduction in Ventura’s funds under management has been the introduction of Russell Investment’s own branded version of the Ventura Funds to the retail market at a discount. As noted further in that section 4.1 of the Scheme Booklet, the Directors believe that if no action is taken to address the pricing disparity, Ventura’s funds under management and revenue will significantly diminish over time as redemptions outweigh inflows.

A project is underway to achieve pricing parity between Ventura and comparable Russell Investments funds on offer in the market in order to decrease overall costs to investors. Although the intention is not to impact Ventura’s profit, Ventura may not be able to achieve the desired investor outcomes without this occurring. Any such reduction in pricing will affect revenues as noted in section 4.1 of the Scheme Booklet.

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10

Supplementary Scheme Booklet

2 Funds under management cont’d

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Supplementary Disclosure

2.2 Net inflows per quarter

The following graph indicates the net inflows per quarter over the past two financial years and provides supporting figures to the decline in funds under management as outlined in the above graph.

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11

Supplementary Scheme Booklet

3 Additional information

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Supplementary Disclosure

3.1 Status of conditions

As at the date of this Supplementary Scheme Booklet, Ventura is not aware of any circumstances which would cause the Conditions Precedent summarised in section 9.2 of the Scheme Booklet not to be satisfied. Ventura will, prior to the Scheme Meetings, advise Shareholders of the status of the various conditions by an announcement on Ventura’s website.

3.2 Consents to be named

The Independent Expert has consented to the inclusion of the letter in Annexure A and to the references to that letter in this Supplementary Scheme Booklet being made in the form and context in which each such reference is included and has not withdrawn that consent before the date of this Supplementary Scheme Booklet. Other than in respect of that letter and any other statements attributed to the Independent Expert, the Independent Expert has not authorised or caused the issue of this Supplementary Scheme Booklet, and has not made, or purported to make, any statement in this Supplementary Scheme Booklet.

3.3 Lodgement of this Supplementary Scheme Booklet

This Supplementary Scheme Booklet was given to ASIC on 5 July 2011 as required by the Corporations Act.

3.4 No unacceptable circumstances

The Directors believe that the Scheme does not involve any circumstances in relation to the affairs of any Ventura Shareholder that could reasonably be characterised as constituting ‘unacceptable circumstances’ for the purposes of section 657A of the Corporations Act.

3.5 Other material information

Other than as contained or referred to in the Scheme Booklet and this Supplementary Scheme Booklet there is no information material to the making of a decision by Ventura Shareholders whether or not to vote in favour of the Scheme that is known to any Director and which has not previously been disclosed to Ventura Shareholders.

McCullough Robertson has given and has not withdrawn its consent to be named as legal adviser to Ventura in the form and context in which it is named and has not withdrawn that consent before the date of this Supplementary Scheme Booklet. Other than in respect of those statements attributed to McCullough Robertson, McCullough Robertson has not authorised or caused the issue of this Supplementary Scheme Booklet, and has not made, or purported to make, any statement in this Supplementary Scheme Booklet.

CAF has consented to the inclusion of the CAF Information in the form and context in which that information appears and has not withdrawn that consent before the date of this Supplementary Scheme Booklet. Other than in respect of those statements attributed to CAF, CAF has not authorised or caused the issue of this Supplementary Scheme Booklet, and has not made, or purported to make, any statement in this Supplementary Scheme Booklet.

12

Supplementary Scheme Booklet

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Annexure A

Independent Expert’s Letter

13

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4 July 2011

Mr T Sayer Special Counsel McCullough Robertson Solicitors Level 11, Central Plaza Two 66 Eagle Street BRISBANE QLD 4000

By email: [email protected]

Dear Mr Sayer

Ventura Investment Management Limited Independent Expert’s Report (IER)

We refer to the IER dated 15 June 2011.

We have been asked by Ventura Investment Management Limited (Ventura) to confirm whether our recommendation that the Scheme is fair and reasonable has or has not changed subsequent to the recent decline in the ASX quoted price of Centrepoint Alliance Limited (CAF) shares, and to provide our reasoning for such. This is outlined in the commentary below.

When determining a fair market value of CAF shares subsequent to the completion of the Scheme we used a ‘sum of parts’ approach which included:

  • The valuation of the combined business segments of PIH and Ventura (on a minority basis) based on the Capitalisation of FME method as outlined in section 9.2 of the IER; and

  • The value of CAF (on a minority basis) excluding the PIH and Ventura operations is based on a Net Assets approach as outlined in section 9.2 of the IER.

Neither of the above methodologies adopted include the current ASX quoted price when deriving a fair market value.

ASIC RG111 does consider it is generally appropriate for an independent expert to consider the ‘quoted price for listed securities’, as one of five methodologies that may be considered when assessing the fair market value of an entity. However, for this methodology to be reliable there should be a ‘deep’ market in the entity’s shares. Paragraph 69 of RG111 indicates that a ‘deep’ market should reflect a liquid and active market. We consider the following characteristics to be representative of a deep market:

Investorlink Corporate Limited – Sydney Office

Level 26, 56 Pitt Street, Sydney NSW 2000. GPO Box 4569, Sydney NSW 2001 Telephone +612 9247 9555 Fax +612 9247 9977 Email [email protected]

Investorlink Corporate Limited – Gold Coast Office

Level 3, Corporate Centre, 2 Corporate Court, Bundall QLD 4217. PO Box 4906, Gold Coast Mail Centre QLD 9726 Telephone +617 5510 3270 Fax +617 5510 3280 Email [email protected]

ABN 86 097 504 339

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  • Consistent trading in a company’s securities;

  • Approximately 1% of a company’s free float shares are traded on a weekly basis;

  • The spread of a company’s shares must not be so great that a single minority trade can significantly affect the market capitalisation of a company; and

  • No significant but unexplained movements in share price.

CAF’s shares should meet all of the above criteria to be considered ‘deep’. Based on the analysis outlined in section 11 of the IER, we do not consider there to be a deep market for CAF shares.

As such, we confirm that the recent decline in the ASX quoted market price of CAF shares up to the date of this letter has not changed our opinion that the Scheme is fair and reasonable.

Please don’t hesitate to contact us for further clarification.

Yours faithfully Investorlink Corporate Limited

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Chris Ryan Director and Representative

Investorlink Corporate Limited – Sydney Office Level 26, 56 Pitt Street, Sydney NSW 2000. GPO Box 4569, Sydney NSW 2001 Telephone +612 9247 9555 Fax +612 9247 9977 Email [email protected] Investorlink Corporate Limited – Gold Coast Office Level 3, Corporate Centre, 2 Corporate Court, Bundall QLD 4217. PO Box 4906, Gold Coast Mail Centre QLD 9726 Telephone +617 5510 3270 Fax +617 5510 3280 Email [email protected]

ABN 86 097 504 339