AI assistant
CORE ENERGY MINERALS LTD — M&A Activity 2008
Mar 30, 2008
64702_rns_2008-03-30_0f213795-7ec9-4377-98df-7de251ece38d.pdf
M&A Activity
Open in viewerOpens in your device viewer
ABN 27 009 118 861
GLOBAL APPROACH LIMITED
31 March 2008
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 executed a revised Share Sale Agreement (“SSA”) to acquire 100% of the issued capital of strata managers, investors and lawyers, Teys Proprietary Ltd (“TPL”).
In light of events in debt and capital markets both globally and in Australia over the last 3 months both the Company and the vendors of TPL agreed that it was necessary to revisit the acquisition structure, including the consideration, to facilitate the completion of the acquisition. Additionally, given the growth of the business and the anticipated future growth the shareholders of TPL have taken the view that they wanted to have a higher equity position in the enlarged company.
GLO will pay to the shareholders of TPL a consideration of $6,270,000 in shares (“Consideration”), to be satisfied by the issue of 330,000,000 GLO shares at a deemed issue price of $0.019, this is the estimated fair value of a GLO share as determined by the independent expert WHK Horwath Corporate Finance.
This revised Consideration compares with the previously negotiated $8.8 million made up as follows:
-
$5.0 million cash; and
-
200,000,000 GLO shares, with each two shares having 1 free attaching option.
Additionally GLO will also assume existing TPL debt of approximately $1.75 million (consistent with the previous agreement) and an estimated net creditors position at 30 June 2008 of approximately $1.6 ‐ $2.0 million.
A cash payment of $500,000 will be paid to TPL shareholders if the audited EBITDA for TPL for the period 30 June 2008 is no less than $1,525,000, otherwise there will be no cash consideration or additional options to be issued as part of the Consideration (as previously negotiated).
Following completion of the acquisition and subject to shareholder approval GLO will also undertake a share consolidation of 1 new share for each 8 currently on issue.
Street Address: Level 15, 25 Bligh Street, Sydney NSW 2000 Ph: +61 2 9233 2520 Fax: +61 9233 2530
ABN 27 009 118 861
GLOBAL APPROACH LIMITED
Convertible Notes and Prospectus Capital Raising
As part of the restructuring of this transaction GLO has repaid $5.0 million in convertible notes that was raised in late 2007, this was due for repayment by the 31 March 2008.
On shareholder approval of the transaction GLO will issue a prospectus to raise $5.0 million at an issue price of $0.20 on a post consolidated basis (“Prospectus Capital Raising”). These funds will be predominantly used to satisfy the spread requirements of the ASX Listing Rules and provide additional funds to grow the strata management business.
TPL Business Update
TPL is headquartered in Sydney, New South Wales and was established in June 2002 to focus on the growing markets of residential and mixed use strata titled property.
The present business of TPL comprises:
-
Future maintainable earnings as calculated by the independent expert WHK Horwath Corporate Finance of approximately $2.9 million EBITDA per annum;
-
Strata management currently has 15,600 lots under management in offices located in Brisbane, Melbourne, Perth, Gold Coast and Sunshine Coast and Noosa, Queensland with plans for significant growth in this industry sector Australia wide;
-
A forecast $1.25 million EBITDA (un‐audited) for the year to 30 June 2008 from its proven business model of managing strata titled property and selling property and financial services to private investors including:
-
Strata property management, caretaking, and letting management;
-
Investments in property funds managed by TEYS; and
-
Legal services.
-
A Responsible Entity with property funds operations with $120 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, New South Wales and Victoria.
Strata Management Business ‐ Growth
TPL intends to significantly grow its existing strata 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.
ABN 27 009 118 861
GLOBAL APPROACH LIMITED
Strata 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 businesses. 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 Services – Strata Developers
TPL holds an Australian Financial Services Licence (“AFSL”) under which it operates as a responsible entity in managing strata titled development funds with approximately $120 million under management. This business gives TPL a competitive advantage over other strata management providers in that it may provide additional services to strata developers for properties which ultimately TEYS will manage as strata managers. Also, it provides unique investment opportunities for the 15,600 members of owners corporations and bodies corporate managed by TEYS.
TPL has a range of 18 strata titled developments, retirement village property and mortgage trusts that it distributes to the members of its owners corporations and bodes corporate, TPL also has the capacity to distribute these products to private investors directly via the media and indirectly via financial advisors.
ABN 27 009 118 861
GLOBAL APPROACH LIMITED
The responsible entity services 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.
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 the following parties:
-
Mr. Michael Teys (ex Teys McMahon Legal and SAI Teys McMahon Investments Ltd);
-
Mr. Peter Warne (whose public board positions include Macquarie Bank Limited, ASX Limited, Australian Leisure and Property Group Limited, WHK Group Limited);
-
Mr. Ian Crooks (Founder and Managing Director of Resort Brokers International);
-
Mr. Andrew Dyer (Partner, Boston Consulting Group)
-
Mr. Theo Ruygrok (Chief Executive Officer of TPL having joined the company in 2002)
The current management of TPL will be transferred to GLO as part of this transaction.
-
Mr. Michael Teys – Managing Director. Michael is the founder of TPL. He is an accredited specialist in strata management law and 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 – Chief Executive Officer of TPL. Theo 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. Raymond Brennan ‐ Chief Operating Officer of TPL. Previously Raymond was in senior operating roles in Thomson Legal and Regulatory, RuleBurst, PwC and consultant to CBA. Raymond is a graduate of one of the world’s leading science and technology universities.
GLOBAL APPROACH LIMITED ABN 27 009 118 861
Bridging Finance
As part of the transaction GLO has agreed to extend an additional $400,000 bridging facility to TPL, in the form of a convertible note, to be issued by TPL to enable TPL to maintain its growth in the strata lot acquisition industry. This is in addition to the $1,705,000 in finance already provided by GLO to TPL to assist with the acquisition of 3 strata lot management businesses.
Both tranches of the above convertible notes in TPL have the following parameters:
Coupon Rate: 8.0% paid quarterly in arrears; Conversion Rate: If all convertible notes are converted into TPL shares GLO will be entitled to 13.9% of the issued capital of TPL; Convertible: At the election of GLO; Maturity: 15 June 2009.
The above convertible notes will become repayable on the Maturity Date if GLO shareholders do not approve the acquisition of TPL and / or the other conditions of the acquisition are not met or are not waived.
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 2 shares held at a record date to be set. It is intention that the Rights Issue Options will have the following parameters:
Exercise Price: $0.20 (please note that this Exercise Price is on a post‐consolidation basis) Expiry: 31 May 2011
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. This has not been included as a pro‐forma adjustment.
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 (post Consolidation)
Existing Shares on issue 22,027,193 TPL Acquisition 41,250,000 Share Placement 25,000,000 Total 88,277,193
ABN 27 009 118 861
GLOBAL APPROACH LIMITED
Options (post Consolidation)
Existing Options on issue 0 Rights Options 44,138,597 Total 44,138,597
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 of the Placements;
-
(d) GLO changing its name to Teys Limited;
-
(e) the obtaining of any necessary shareholder approvals, under or in connection with the SSA, pursuant to the Listing Rules of Australian Securities Exchange Limited, the Corporations Act 2001 and any other regulatory consents and approvals, if necessary;
The Company advises that the majority of its due diligence enquiries on TPL have been completed. No issues have arisen in those enquiries which would mean that condition (b) above could not be satisfied.
Further Requirements
As the acquisition of TPL constitutes a change of the nature and scope of GLO’s activities 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:
| Dispatch of Notice of Meeting | 18 April 2008 |
|---|---|
| Shareholders Meeting – shares suspended | 19 May 2008 |
| Open Offer under Prospectus | 20 May 2008 |
| Close of Offer under Prospectus* | 24 June 2008 |
| Acquisition Completed | 1 July 2008 |
| Dispatch holding statement to Prospectus applicants | 2 July 2008 |
| Re‐instatement to official quotation | 10 July 2007 |
GLOBAL APPROACH LIMITED ABN 27 009 118 861
A revised Notice of Meeting and Explanatory Memorandum plus an Independent Experts Report has been finalised and will be lodged with both ASX and ASIC shortly. The above dates may change depending on the amount of time these regulatory bodies take to review this documentation.
- 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.
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 balance sheet as at 31 December 2007 for both GLO and TPL;
-
the completion of the acquisition of TPL;
-
a business acquisition by TPL at a cost of $400,000; and
-
Completion of the Prospectus Capital Raising (after costs).
Yours sincerely
==> picture [127 x 51] intentionally omitted <==
Dean Gallegos Chairman
For further Information please contact:
Dean Gallegos (Global Approach Limited) – 0416 220 007
Michael Teys (Teys Proprietary Limited) – 0419 644 288
GLOBAL APPROACH LIMITED
ABN 27 009 118 861
SCHEDULE A
GLOBAL APPROACH LIMITED PRO-FORMA BALANCE SHEET
| CURRENT ASSETS Cash and cash equivalents Trade and other receivables Financial assets Other current assets Total Current Assets NON-CURRENT ASSETS Investments accounted for using equity method Property, plant and equipment Intangible assets Deferred tax assets Other non-current assets Total Non-Current Assets TOTAL ASSETS CURRENT LIABILITIES Trade and other payables Financial liabilities Current tax liabilities Provisions Total Current Liabilities NON-CURRENT LIABILITIES Financial liabilities Deferred tax liabilities Provisions Total Non-Current Liabilities TOTAL LIABILITIES NET ASSETS EQUITY Issued capital Reserves Accumulated losses Minority interests TOTAL EQUITY |
31 December 2007 unaudited GLO $'000 5,977 54 1,480 - 7,511 - - - - 338 338 7,849 133 5,000 - - 5,133 - - - - 5,133 2,716 15,008 60 (12,352) - 2,716 |
31 December 2007 unaudited TPL $'000 365 1,110 - 701 2,176 234 539 5,047 787 - 6,607 8,783 2,098 3,054 33 124 5,309 4,609 6 37 4,652 9,961 (1,178) 900 - (1,953) (125) (1,178) |
Pro Forma unaudited $'000 5,942 1,164 - 200 |
|---|---|---|---|
| 7,306 | |||
| 234 539 6,127 611 - |
|||
| 7,511 | |||
| 14,817 | |||
| 2,605 1,574 33 124 |
|||
| 4,336 | |||
| 4,609 - 37 |
|||
| 4,646 | |||
| 8,982 | |||
| 5,835 | |||
| 8,831 - (2,996) - |
|||
| 5,835 |