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CORE ENERGY MINERALS LTD M&A Activity 2007

Jul 12, 2007

64702_rns_2007-07-12_0ce1c782-e715-4e13-9a39-8da4c4141da5.pdf

M&A Activity

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GLOBAL APPROACH LIMITED ABN 27 009 118 861

13 July 2007

Company Announcement Office Australian Securities Exchange Limited Exchange Centre Level 4, 20 Bridge Street SYDNEY NSW 2000

Dear Sir / Ms

Re: Acquisition of Teys Proprietary Ltd

Global Approach Limited (“GLO”) is pleased to announce that it has entered into a Term Sheet to acquire 100% of the issued capital of specialist property investment management company, Teys Proprietary Ltd (“TPL”).

GLO will pay to the shareholders of TPL a consideration of $13.0 million in cash and shares (“Consideration”). Additionally GLO will also assume existing TPL debt of approximately $1.75 million.

TPL is headquartered in Sydney, New South Wales and was established in June 2002 to focus on property investment management in the growing markets of strata titled developments and retirement villages.

The present business of TPL in property investment management comprises:

  • Strata management currently has 6,500 lots under management in offices located in Brisbane, Gold Coast and Sunshine Coast, with plans for significant growth in this industry sector;

  • A Responsible Entity with property funds operations with $160 million of funds under management and which includes strata titled developments and retirement villages; and

  • Strata and managed investment law and practice operated by lawyers in Queensland and New South Wales.

  • A robust cash flow with a $2.9 million EBITDA (un-audited) for the year to 30 June 2007 from its proven business model of selling property and financial services to private investors including: � Property funds managed by TEYS in the residential and retirement village sectors;

  • Property caretaking and letting management; and

  • Legal services.

Strata Lot Management Business - Growth

TPL intends to significantly grow its existing Strata Lot management business through a combination of organic growth and acquisition. The strata management market is very fragmented comprising over 1,000 small businesses throughout Australia managing approximately the one million apartments in Australia estimated to be users of strata management services.

The largest participant in the strata lot management industry accounts for less than 10% of the total market.

Street Address: Level 5, 320 Adelaide Street, Brisbane QLD 4000 Ph: +61 7 3831 5650 Fax: +61 7 3831 5694

GLOBAL APPROACH LIMITED ABN 27 009 118 861

Strata Lot management businesses are characterised by stable and predictable cash flows. It is part of TPL’s growth strategy to act as a consolidator of these business’s, this will provide significant administration expense savings, operational synergies and therefore a margin expansion for TPL.

TPL believes that its strategy of acquisition will be successful due the following:

  • The average age of strata management business owners is 55 years of age;

  • Most of these owners do not have defined exit strategies;

  • Profitability of smaller strata management businesses is declining due to growing complexities in the development and law of strata management while profitability of larger strata management businesses is increasing;

  • The retention rate of strata management clients following acquisition and re-branding is high;

  • • The concept of subdividing buildings and developments by strata plans is increasing due to a number of underlying themes in our society including:

  • Ageing of the population;

  • Housing affordability for younger people;

  • Shrinking household formations;

  • Environmental concerns about urban sprawl; and

  • Safety and security issues.

As a consequence of an increase in the number of strata titled developments there is a growing number of owners corporations (or bodies corporate as they are known in some states) that require strata management services.

TPL management has a track record of acquiring, re-branding and organically growing the net profit of strata lot businesses it has acquired.

Responsible Entity

TPL holds an Australian Financial Services Licence (“AFSL”) under which it operates as a Responsible Entity in managing development funds with approximately $160 million under management. This business gives TPL a competitive advantage over other strata management providers in that it may distribute property fund investment opportunities to these investors.

TPL has a range of 18 strata titled developments and retirement village property and mortgage trusts that it distributes to private investors directly via the media and indirectly via financial advisors.

The property funds management unit of TEYS compliments strata management in two ways:

  • Firstly, the availability of investment capital attracts developers with strata management opportunities for TPL; and

  • Secondly, the availability of development investment opportunities earns income from strata management clients looking for fixed and variable investment opportunities.

Similarly the cash flow for TPL has benefited uniquely from providing legal services to owners corporations and bodies corporate managed by TPL.

GLOBAL APPROACH LIMITED ABN 27 009 118 861

TPL Board & Management

Since 2002 TPL has built an experienced board and senior management team that has worked together to grow the business to the position it enjoys today.

The management and shareholders of TPL are a team that include parties:

  • Mr. Michael Teys (ex Teys McMahon Legal and SAI Teys McMahon Investments Ltd);

  • Mr. Ian Crooks (Founder and Managing Director of Resort Brokers International);

  • Mr. Peter Warne (whose public board positions include Macquarie Bank Limited, ASX Limited, Australian Leisure and Property Group Limited, WHK Group Limited);

  • Mr. Andrew Dyer (Partner, Boston Consulting Group)

  • Mr. Theo Ruygrok (Managing Director and Chief Financial Officer of TPL since 2002)

The current management of TPL will be transferred to GLO as part of this transaction.

  • Mr. Michael Teys – Chief Executive Officer, Michael is the founder of TPL and is an accredited specialist in strata management law and is a fellow of the Australian College of Community Association Lawyers Inc. He is also adjunct lecturer for the Charles Sturt University School of Marketing and Management on Property Investments.

  • Mr. Theo Ruygrok – Managing Director and Chief Financial Officer, has tertiary qualifications in business, accounting and economics from the University of Technology, Sydney. He is an associate member of the Australian Society of Certified Practicing Accountants and a member of the Australian Institute of Company Directors.

  • Mr. Ian Hutchinson – Chief Investment Officer, currently Chief Investment Officer of TEYS and formerly Co-Founder, Managing Director and largest shareholder of Napier & Blakeley Quantity Surveyors and Property Consultants.

  • Mr. Raymond Brennan - Chief Operating Officer, currently COO of TEYS and previously in senior operational roles in Thomson, RuleBurst, PwC and consultant to CBA. Graduate of one of the world’s leading science and technology universities.

Consideration Structure ( Pre any consolidation)

The Consideration will be satisfied by the following:

  • $5.0 million in cash;

  • $8.0 million in GLO shares at an issue price of $0.04. Each two shares issued will have one attaching Option which will expire on the 30 November 2008 at an exercise price of $0.06;

Placement

The Company has also agreed to place 125,000,000 Convertible Notes at an issue price of $0.04 to raise $5,000,000 (before costs) to Sophisticated and Professional investors.

It is intended the Convertible Notes will have the following features:

Coupon Rate: 8.0% paid quarterly in arrears; Conversion Rate: Each Convertible Note will convert into 1 GLO share; Convertible: At the election of either GLO or the holder conditional upon completion of the acquisition of TPL; Maturity: 31 December 2007.

GLOBAL APPROACH LIMITED ABN 27 009 118 861

GLO may raise up to $3.0 million as debt with the debt being repaid by the issue of the Convertible Notes which will be subject to GLO shareholder approval.

GLO may also be required to raise up to $2.0 million to satisfy the requirements of Chapters 1 and 2 of the ASX Listing Rules, via a prospectus. It is intended that the issue price of these shares will be $0.05 thereby issuing a further 40,000,000 shares.

(“the Placements”)

Bridging Finance

As part of the transaction GLO has agreed to extend a $1,300,000 bridging facility to TPL, in the form of a convertible note, to enable TPL to progress its strata lot acquisition strategy.

The provision on this Bridging Finance is subject to GLO raising at least $3.0 million in the form debt as discussed above and agreeing the terms of the convertible note between GLO and TPL.

Rights Issue of Options

On completion of the acquisition, including shareholder approval, it is the intention of GLO to undertake a rights issue of options at a ratio of 1 option for every 5 shares held at a record date to be set. It is intention that the Rights Issue Options will have the following parameters:

Exercise Price: $0.06 (please note that this Exercise Price is on a pre-consolidation basis) Expiry: 30 November 2008

The Company intends to undertake this rights issue (and in turn set the record date for entitlements to participate in the rights issues) following the Company being re-instated to Australian Securities Exchange Limited (“ASX”). The Company will seek quotation on the ASX for these options.

Capital Structure

The capital structure of the Company post acquisition and conversion of shares from the issue of the Convertible Note will be as follows:

Shares (pre Consolidation)

Existing Shares on issue 176,217,546
TPL Acquisition 200,000,000
Convertible Notes Holders Shares 125,000,000
Share Placement 40,000,000
Total 541,217,546
Options
Existing Options on issue 0
TPL Acquisition 100,000,000
Rights Options 108,243,509
Total 208,243,509

GLOBAL APPROACH LIMITED ABN 27 009 118 861

Consolidation

It should be noted that for the Company to undertake the transaction and be re-instated to ASX (following completion of the transaction) it will be necessary for GLO to comply with chapters 1 and 2 of the ASX Listing Rules. A requirement of chapter 1 is that the share price of GLO is at least 20 cents ( 20 Cent Rule ). To satisfy the 20 Cent Rule it may be necessary for the Company to consolidate its share capital into a smaller number of shares. It should be noted that any consolidation shall require shareholder approval and will apply equally to all GLO shares on issue. In addition the terms of any convertible notes or options that the Company may issue will be subject to amendment in the event a consolidation takes place to ensure that a note holder or option holder will not receive any benefit arising out of the consolidation.

The ratio upon which the Company may consolidate its shares will be dependent on a number of factors including the prevailing trading price of GLO shares on ASX prior to dispatch of shareholder materials to consider the proposed acquisition of TPL. By way of example only, assuming the prevailing trading price of GLO shares was 6 cents. In order to satisfy the 20 Cent Rule, it would be necessary for the Company to consolidate its share capital on a 1 for 4 basis – that is every 4 shares would be consolidated into 1 share. Assuming everything remains equal, the resultant share price should equal approximately 24 cents (i.e. 4 x 6 cents). The Board must stress that at this juncture the Board is unable to confirm that the consolidation is to proceed or if it is to proceed, the consolidation ratio. Moreover, whilst it is the Board’s intention to adopt a consolidation ratio that should result in the Company being able to satisfy the 20 Cent Rule, the Board is unable to predict the resultant share price of GLO shares post consolidation.

Full details of the consolidation including any resultant changes to share numbers, exercise prices (in the case of any options on issue or to be issued) and conversion prices (in the case of convertible notes) shall be set forth in GLO shareholder materials.

For the avoidance of doubt the number of GLO securities and corresponding exercise and conversion price are expressed on a pre-consolidation basis and are therefore subject to amendment arising out of any consolidation that the Company is required to undertake to satisfy the 20 Cent Rule.

Conditions

The acquisition of TPL is conditional upon the following:

  • (a) the TPL shares being transferred free of all encumbrances;

  • (b) completion of satisfactory due diligence by the Parties;

  • (c) completion and execution of binding contracts formalising the transaction of TPL;

  • (d) completion of the Placements;

  • (e) the appointment up to 3 TPL representatives to the board of GLO;

  • (f) the resignation of 2 existing GLO board members;

  • (g)

  • GLO changing its name to Teys Limited;

  • (h) the obtaining of any necessary shareholder approvals, under or in connection with the terms of this Term Sheet or a Sale and Purchase Agreement, pursuant to the Listing Rules of Australian Securities Exchange Limited, the Corporations Act 2001 and any other regulatory consents and approvals, if necessary;

GLOBAL APPROACH LIMITED ABN 27 009 118 861

Escrow

The vendors of TPL have agreed to a voluntary escrow period of 12 months from the date of issue if ASX do not escrow for that period or longer.

Further Requirements

As the acquisition of TPL constitutes a change of the nature and scope of GLO’s activities, GLO requested a trading halt of its shares on the ASX prior to this market release. However, the Company’s shares will be reinstated for trading on the ASX on Monday 16[th] July 2007.

GLO will be required to comply with chapters 1 and 2 of the ASX Listing Rules if the proposed acquisition is approved by shareholders at a general meeting to be called to consider the proposal. If the proposal is approved by shareholders the Company’s shares will be suspended following shareholder approval until requirements of chapters 1 and 2 of the Listing Rules have been satisfied.

Timetable

It is anticipated that the acquisition of TPL will follow the following timetable:

Completion of due diligence 31 July 2007 Dispatch of Notice of Meeting 20 August 2007 Open Offer under Prospectus 22 August 2007 Shareholders Meeting – shares suspended 21 September 2007 Close of Offer under Prospectus* 28 September 2007 Acquisition Completed 3 October 2007 Dispatch holding statement to Prospectus applicants 4 October 2007 Re-instatement to official quotation 10 October 2007

These dates are indicative only and may be subject to change.

  • The Board of GLO will reserve the right to close the offer under the Prospectus early at its sole discretion. It is however anticipated that the issue and allotment of shares under the Prospectus will be subject to (and will not occur until) the TPL acquisition is completed.

Libertas Securities – ( Update)

On the 7[th] February 2007 the company announced the acquisition of Libertas Securities Pty Ltd (“Libertas”),a financial services company that holds an AFSL. Under the terms of that acquisition the vendors of Libertas had the right to re-purchase GLO’s interest in Libertas at the same price if GLO did not acquire a financial services business by 31[st] May 2007.

GLO is currently in discussion with the Libertas vendors in respect to them buying back the company Libertas.

GLOBAL APPROACH LIMITED ABN 27 009 118 861

Pro-Forma Balance Sheet

An un-audited pro-forma balance sheet is contained in Schedule A. This pro-forma balance sheet reflects the following:

  • the un-audited 30 June 2007 for both GLO and TPL;

  • the completion of the acquisition of TPL; and

  • Completion of the Placements (after costs).

Yours sincerely

==> picture [142 x 85] intentionally omitted <==

David K Barwick Chairman

For further Information please contact:

David Barwick (Global Approach Limited) - 0419 736 660

Michael Teys (Teys Proprietary Limited) – 0419 644 288

GLOBAL APPROACH LIMITED ABN 27 009 118 861

SCHEDULE A

GLOBAL APPROACH LIMITED GLOBAL APPROACH LIMITED
PRO-FORMA BALANCE SHEET
30 June 07 30 June 07 Pro Forma
GLO TPL
Current Assets
Cash At Bank 3,169,624 482,699 3,652,323
Cash - "Placements" 6,650,000 0 6,650,000
Trade & Other Receivable 0 784,002 784,002
Other Assets 50,000 701,710 751,710
Non-Current Assets
Investments 0 1,486,457 1,486,457
Loans 0 657,386 657,386
Total Assets 9,869,624 4,112,254 13,981,878
Current Liabilities
Trade Creditors and other payables 91,239 288,909 380,148
Provision 10,002 10,002
Non-Current Liabilities
Finance Leases 0 182,355 182,355
Loans 0 2,156,505 2,156,505
Total Liabilities 101,241 2,627,769 2,729,010
Net Assets 9,768,383 1,484,485 11,252,868
Equity
Share Capital 26,993,826 1,200,002 28,193,828
Retained Profits (17,225,443) 284,483 (16,940,960)
Total Shareholders Equity 9,768,383 1,484,485 11,252,868