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GLOBE INTERNATIONAL LIMITED — M&A Activity 2012
Nov 15, 2012
64990_rns_2012-11-15_c4278b44-f013-4faa-b22e-01982b321430.pdf
M&A Activity
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Mariner Corporation Limited ACN 002 989 782 PO Box 18235 Collins Street East, Melbourne VIC 8003 Level 4 Podium, 120 Collins Street Melbourne VIC 3000 P 03 8643 4955 F 03 8643 4911
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ASX ANNOUNCEMENT
16 November 2012
MARINER OFFERS $19.7 MILLION FOR GLOBE INTERNATIONAL LIMITED
Mariner Corporation Limited (Mariner) will today advise the Board of Globe International Limited (“Globe”) of its $19.7 million offer to all shareholders in Globe.
Mariner is offering an effective value of 47.50 cents for each Globe share, totalling $19.7 million for 41,463,818 million Globe Shares.
Consideration will be 5 fully-paid Mariner shares for every 4 fully-paid Globe ordinary shares.
Based on an effective value of 47.50 cents for each Globe share, and compared to Mariner’s closing price of 38 cents on 15 November 2012, Mariner’s offer represents a premium for Globe shareholders:
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a 21.8% premium to the closing price of Globe Shares of 39 cents on 15 November 2012
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a 20.1% premium to the 1 month value weighted average price of Globe Shares up to and including 15 November 2012
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a 25.3% premium to the 3 month value weighted average price of Globe Shares up to and including 15 November 2012
Mariner has made this offer because:
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(a) Globe has performed poorly for many years, and we believe there is an appetite amongst Globe shareholders for change;
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(b) by converting to Mariner shares, Globe shareholders can become part of a growing and successful Australian investment company; and
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(c) Mariner shareholders (including Globe shareholders who accept this offer) will benefit from the increase in value we can deliver through our stake in Globe.
Mariner has prepared the attached summary of its offer.
Mariner’s objective is to become a substantial shareholder of Globe, seek board representation and implement strategies to bridge the gap between Globe’s NTA and Globe’s current trading price. Globe’s NTA at 30 June 2012 was $26.5 million compared to its current market capitalisation of $16.6 million, a 37% discount.
Mariner has a proven track record. We create value for Mariner shareholders by driving change in the companies in which we invest. Investors who want to unlock value for their Globe shareholding should become Mariner shareholders.
Our Bidder’s Statement will be provided to Globe, ASX and ASIC today. As required under the Corporations Act, we will send the Bidder’s Statement to Globe shareholders after 14 days.
Mariner’s offer to Globe shareholders is subject to the conditions referred to in section 7 of the Bidder’s Statement.
If Globe shareholders have any queries, they can contact Mariner on 03 8643 4955 .
Darren Olney-Fraser Chief Executive Officer
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Mariner Corporation Limited ACN 002 989 782
What is wrong with Globe?
Disappointing Share Price
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----- Start of picture text ----- Disappointingshare priceGlobe share pricehas been largelyflat over the last 4years.Source: ASXwebsite.----- End of picture text -----
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Gap between NTA and Share Price
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----- Start of picture text ----- Gap between Globe International - Net Assets v NTA v Share PriceNet Tangible $3.00Assets (NTA)and Net Assets$2.50(NA) and share Net Assets per share - GLBvalueThe Globe share $2.00price has for someyears traded at adiscount to NTA $1.50and NA, ascribingno value to this Net Tangible Assets per share - GLBiconic brand. $1.00Source: ASXwebsite & Globe $0.50 Adj Closing Share Price - GLBASXannouncements.$0.00Net Assets per share / NTA per share / Adjusted Closing share price (AUD $)----- End of picture text -----
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Mariner Corporation Limited ACN 002 989 782
Falling Revenues
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----- Start of picture text ----- Falling Globe International - Gross Revenuerevenues $130.00Globe’s revenuehas progressivelyfallen in recent $120.00 $122.3Myears. In FY2008, $117.6MGlobe recorded$110.00total revenue ofAUD $122.3M.Revenue for $100.00FY2012 has fallenby 31% of thatnumber to AUD $90.00 $91.8M$84.4M. $88.7M$84.5M$80.00Source: Globeannual reports.$70.00$60.00FY 2008 FY 2009 FY 2010 FY 2011 FY 2012Gross Revenue (AUD $M)----- End of picture text -----
Inconsistent Returns
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----- Start of picture text ----- Inconsistent Globe International - Net Losses After Taxreturns $2.00Globe over the$1.3Mlast 5 years has $1.1Mdelivered $0.00 $0.1Minconsistent FY 2009 FY 2010 FY 2011 FY 2012results. Globe’slong term growth -$2.00initiatives aretaking too long tocome to fruition.-$4.00Globe needs todeliver stable andconsistent returnsfor shareholders. -$6.00Source: Globeannual reports. -$8.00-$8.9M-$10.00NPAT (AUD $M)----- End of picture text -----
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Mariner Corporation Limited ACN 002 989 782
What are the key business issues?
| Share price discount to Net | For too long the price of Globe Shares have traded at a significant |
|---|---|
| Tangible Assets (NTA) | discount to the NTA of Globe. |
| For example, on 15 November 2012 Globe closed at 39 cents | |
| representing a 37% discount to Globe’s 30 June 2012 NTA. | |
| This effectively fails to ascribe any value to the iconic Globe brands. | |
| Small shareholders lacking | It seems Globe is controlled by the three Hill brothers, and small |
| voice | shareholders have no voice. |
| There is only one independent director on the Board of Globe, the | |
| Chairman. | |
| Small shareholders made their concerns clear at the 2012 Annual | |
| General Meeting, when Globe directors suffered a “second strike” | |
| on its remuneration report. |
What does Mariner propose to DO About It?
| It’s time for change | If we accumulate a strategic stake in Globe, our considered plan forGlobe includes bringing about the following key changes andobjectives:Board representationUrgently drive the long term growth initiativesReturn the business to acceptable profitabilityMariner believes these matters will assist in closing the gap between | |
|---|---|---|
| Globe’s NTA and its current trading price.Over the longer term, the share price should trade above its NTA,recognising the value of the iconic Globe brands.Mariner can only achieve this if it becomes a substantial shareholderin Globe, so we encourage you to embrace this change and exchangeyour Globe Shares to Mariner Shares. |
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Mariner Corporation Limited ACN 002 989 782