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CLEARVIEW WEALTH LIMITED — Capital/Financing Update 2008
Aug 25, 2008
64733_rns_2008-08-25_2b6deab3-dcaf-40de-bd34-a0dcf681df55.pdf
Capital/Financing Update
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COMPANY ANNOUNCEMENT
Date: 26 August, 2008
Market update and Capital Return
The Board of MMC Contrarian Limited is pleased to advise on:
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further developments in relation to the Company’s strategy
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a proposal to return up to $75 million of capital and
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a proposed change of shareholdings.
Strategy Update
As previously communicated to shareholders, an important component of the board’s strategy is to continue with its participation in the wealth management industry but to transform the Company from one that relies on volatile investment earnings to an operating company producing sustainable recurring earnings. To assist with this objective the Board in March 2008 appointed a new Chief Executive, Alex Hutchison, a highly experienced wealth management executive. Under his guidance a further review of the company’s strategy has now been completed.
As a result the Company will remain committed to its current funds management and fund manager incubation businesses but will also seek to develop a broader presence in the wealth management industry. This will be achieved through developing or acquiring businesses that are complementary to the Company’s existing activities and support the Company‘s goal of achieving sustainable recurring earnings.
A Capital Return of up to $75 million and Change in Major Shareholders
The Board also announces a proposal involving two transactions (the Proposal):
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A capital return of up to $75million by way of an equal access buyback scheme. Shareholders may tender up to 100% of their shares at a price equivalent to the company’s pre-tax net tangible asset backing (NTA) at 30 September 2008. If shareholders' applications exceed $75million then participation will be scaled back on a pro rata basis.
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The acquisition by Guinness Peat Group (GPG) of HGL Limited’s (HGL) remaining shareholding in the Company after its participation in the buyback. GPG holds approximately 16% and HGL holds approximately 14% of the Company’s shares. Depending on the level of acceptance by shareholders under the proposed buyback, this transaction will result in GPG increasing its shareholding up to 30% of the Company’s issued capital. HGL's sale price for all its shareholding will be at a 12.66% discount to the Company's NTA at 30 September 2008.
Each transaction is subject to shareholder approval and the buyback will only proceed if shareholders also approve the proposed change of shareholding. GPG’s acquisition of HGL’s shareholding is also subject to approval by the Foreign Investment Review Board. HGL also has the right to withdraw from the sale of its shares to GPG if the sale price (calculated in the manner stated above) is less than 58 cents per share and if this occurs the buyback will not proceed.
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Subject to the Independent Expert’s Report which has been commissioned, the Independent Directors recommend that shareholders vote in favour of the Proposal. The Independent Directors believe shareholders will benefit from GPG’s ongoing support for the Company’s strategy and its experience in the wealth management industry. Additionally, the Directors recognise that the Company’s shares have generally traded at a discount to NTA and this proposal provides an opportunity to efficiently return excess capital to those shareholders who want to reduce their investment in the Company at full pre-tax NTA value.
By way of example, if the buyback occurred using the Company’s pre-tax NTA on 31 July 2008 of 71.7 cents per share and all shareholders participated for all their shares, shareholders would have approximately 43% of their shares acquired at 71.7 cents per share.
Shareholder Meeting
Shareholders are not required to take any immediate action. A shareholder meeting will be convened and all relevant information, including a recommendation from the Independent Directors and an Independent Expert’s Report, will be sent to shareholders in due course. The shareholder meeting is currently scheduled for 23 October 2008.
As previously advised the company will release its June 2008 results before 31[st] August 2008.
KJ Eley Chairman MMC Contrarian Limited.
About MMC Contrarian Limited
MMC Contrarian Ltd (ASX listing code: MMA) is a listed financial services company that:
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Creates and invests in unlisted boutique fund managers in various asset classes;
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Acquires strategic stakes in existing funds management business; and
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Generates income for shareholders from two sources (a) returns on a pool of listed equities, cash and funds that are managed by its investee companies and (b) recurring earnings from each manager that it creates or acquires.