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STOCKLAND — Proxy Solicitation & Information Statement 2010
Sep 19, 2010
65781_rns_2010-09-19_6c244e29-585c-4485-a6cc-fb72df5344ff.pdf
Proxy Solicitation & Information Statement
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Second Supplementary Target's Statement
by
Aevum Limited ABN 08 087 648 691
This document contains
your Directors’ updated recommendation and the updated conclusions of the Independent Expert in response to Stockland's increased Offer
This is the second Supplementary Target's Statement ( Second Supplementary Target's Statement ) made under section 644 of the Corporations Act 2001 by Aevum Limited (ABN 80 087 648 691) ( Aevum ). This Second Supplementary Target's Statement supplements, and must be read together with the Target's Statement of Aevum dated 6 September 2010 ( Target's Statement ) and the First Supplementary Target's Statement of Aevum dated 9 September 2010, which were lodged with the Australian Securities & Investments Commission ( ASIC ) on 6 September 2010 and 9 September 2010 respectively in relation to the takeover bid by Stockland Development Pty Limited (ABN 71 000 064 835) as trustee for The Retirement Living Acquisition Trust (ABN 32 474 093 417) ( Stockland ) for all of the ordinary shares in Aevum.
A copy of this Second Supplementary Target's Statement has been lodged with ASIC on 20 September 2010. ASIC takes no responsibility for the content of this Second Supplementary Target's Statement.
Unless the context otherwise requires, the definitions and interpretation provisions of the Target's Statement apply to this Second Supplementary Target's Statement. The attachments to this Second Supplementary Target's Statement form part of this Second Supplementary Target's Statement.
This Second Supplementary Target's Statement was approved by resolution of the Directors of Aevum on 20 September 2010. Pursuant to section 351 of the Corporations Act, signed on behalf of Aevum Limited by Graham Lenzner who is authorised to sign this Second Supplementary Target's Statement on behalf of Aevum.
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Graham Lenzner Chairman
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20 September 2010
Dear fellow Aevum shareholder,
YOUR BOARD OF DIRECTORS’ RECOMMENDATION ON STOCKLAND’S REVISED OFFER
Stockland’s Revised Offer
On 13 September 2010, Stockland announced that it had increased its Offer for Aevum to $1.80 per Aevum Share, which comprises cash consideration of $1.77 per Share and an entitlement to Aevum’s
final dividend of 3 cents per Share ( Final Dividend )[1] in respect of the year ended 30 June 2010 (which was announced by Aevum on 24 August 2010) (the Revised Offer) . The Revised Offer price constitutes an increase of 18% (27 cents per Share) on Stockland’s initial Offer, which comprised cash consideration of $1.50 per Share and an entitlement to Aevum’s Final Dividend of 3 cents per share.
Stockland also declared its Revised Offer unconditional and final as to price. Stockland’s Revised Offer is currently due to close on 30 September but Stockland has reserved the right to extend its Offer Period.
Your Board's Unanimous Recommendation
In your Board’s view, the decision as to whether or not to accept Stockland’s Revised Offer is finely balanced. Your Board does not believe that Stockland’s Revised Offer recognises the full underlying value of Aevum and its future opportunities nor adequately reflects the strategic value that Aevum can deliver to Stockland Group’s Retirement Division.
On balance and after careful consideration of Stockland’s Revised Offer and the factors discussed below, your Board unanimously recommends that Shareholders with a short to medium term investment horizon ACCEPT Stockland’s Revised Offer in the absence of a superior proposal. You should be aware that the decision to recommend acceptance was made after much deliberation and was at the margin.
HOWEVER, if you are a Shareholder with a longer-term investment horizon with a focus on seeking to realise the full underlying value of Aevum and you want to participate in the significant opportunities presented by Aevum whilst accepting the inherent risks, you may CONSIDER REJECTING Stockland’s Revised Offer.
Shareholders should note that, if Stockland gains effective control of Aevum, your Board may (having regard to the prevailing circumstances) recommend that all Shareholders accept Stockland’s Revised Offer (assuming it is still open at such time). The risks associated with being a Shareholder where Stockland has effective control of Aevum and an interest below 90% are set out below under the heading 'If Stockland acquires effective control of Aevum but less than 90%' and include a situation where Stockland will have a majority on Aevum's Board.
Lastly, those Shareholders who intend disposing of their Aevum shares should consider which of selling on market (after allowing for brokerage) and accepting the Revised Offer will provide a higher price.
1 See the section in this letter headed " Impact of Aevum Final Dividend on Revised Offer ".
2
Intention of Directors in relation to their own Aevum Shares
All Directors own Aevum Shares and regard themselves as Shareholders with a longer term investment horizon. Currently none of your Directors intend to accept Stockland’s Revised Offer in respect of their Shareholdings.
However, if Stockland gains effective control of Aevum your Directors intend to review their position and may consider accepting Stockland's Revised Offer or selling on market (if that would net a higher price) in respect of their shareholding. If the Directors’ position changes and any of them decide to accept Stockland's Revised Offer, the market will be updated accordingly.
Updated Independent Expert’s opinion
Following the announcement of Stockland’s Revised Offer, your Board commissioned a supplementary report from the Independent Expert, Lonergan Edwards and Associates Limited, in relation to the fairness and reasonableness of Stockland’s Revised Offer. The Independent Expert’s supplementary report is attached as Annexure A and you are encouraged to read it in its entirety.
The Independent Expert has concluded that Stockland’s Revised Offer is not fair for Aevum Shareholders but that it is reasonable for those Aevum Shareholders with a short to medium term investment horizon.
The Independent Expert has concluded the Revised Offer is not fair as it is less than the Independent Expert’s valuation range for Aevum of $1.91 - $2.22 per Share (mid-point valuation of $2.07 per Share).
In determining that the Revised Offer is reasonable for those Aevum Shareholders with a short to medium term investment horizon, the Independent Expert has noted:
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the Revised Offer is close to the low end of their valuation range but materially below the midpoint and high end of their valuation range;
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given the low level of liquidity in Aevum Shares, the Revised Offer provides Aevum shareholders with a shorter term investment time horizon with an opportunity to realise their investment in Aevum at what they may consider to be an acceptable discount to underlying value and significant premium to pre-bid market prices set out in paragraph 17 of the supplementary Independent Expert's Report;
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while uncertain, in the Independent Expert’s opinion Aevum’s Share price is likely to fall by around 25% in the short term once the Revised Offer lapses (assuming similar stock market conditions to present and no alternative offer being received);
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there are certain risks if Stockland achieves effective control of Aevum but less than 90% (which are set out in the supplementary Independent Expert's Report); and
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the Aevum board has advised that it appears unlikely that a superior proposal will eventuate prior to the close of the Revised Offer.
The Independent Expert has also noted that given the extent to which the Revised Offer is below its assessed valuation of Aevum on a 100% controlling interest basis, those shareholders with a long term investment horizon may wish to retain their Aevum Shares to seek to realise the full underlying value of Aevum Shares over time. However, the Independent Expert notes that if Stockland acquires effective control of Aevum, they suggest that long term investors in Aevum consider whether to accept the Revised Offer.
You are encouraged to read the complete supplementary Independent Expert's Report attached as Annexure A.
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Update on discussions with third parties
As previously advised, Aevum has pursued discussions with third parties which have expressed interest in putting forward a superior proposal for Shareholders.
However, following a thorough process which included the provision of due diligence information, your Board believes it is unlikely that a superior proposal will eventuate in the short term.
Impact of Aevum Final Dividend on Revised Offer
Aevum has brought forward the record date for the Final Dividend to 28 September 2010 and the ex dividend date to 22 September 2010, although it will still be paid on 21 October 2010. According to Stockland's Third Supplementary Bidder's Statement dated 20 September 2010:
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If you accept the Revised Offer before the ex-dividend date for the Final Dividend (which is now 22 September 2010), you will be entitled to receive the value of that Final Dividend without any reduction in the Revised Offer price of $1.77 per Share. Therefore, if you accept by 7:00pm on 21 September 2010, you will receive total value of $1.80 per Aevum Share from Stockland, being Stockland’s Revised Offer price of $1.77 per Aevum Share plus 3 cents from Stockland (being equivalent to Aevum’s Final Dividend, which Stockland will receive).
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If you accept the Revised Offer on and from the ex dividend date (of 22 September 2010), you will only receive $1.77 per Aevum Share from Stockland. However, if you are also entitled to that Final Dividend you will receive total value of $1.80 for your Aevum Shares, being Stockland’s increased Offer price of $1.77 per Aevum Share plus the value of the 3 cents per Aevum Share Final Dividend that you will receive directly from Aevum. Stockland has stated that, in order to ensure those Aevum Shareholders who accept on or after the ex-dividend date will be entitled to receive the Final Dividend, Stockland will not process share transfers in respect of those acceptances until after the record date.
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If you are the registered holder on the record date for that Final Dividend (which is now 28 September 2010) and entitled to that dividend and then accept the Revised Offer, you will receive total value of $1.80 per Aevum Share, being Stockland’s Revised Offer price of $1.77 plus the value of the 3 cents Final Dividend that you will receive from Aevum.
Your choices
As an Aevum Shareholder, you have the following choices in respect of your Aevum Shares:
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Accept Stockland’s Revised Offer – as recommended by your Directors for Shareholders with a short to medium term investment horizon;
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Reject Stockland’s Revised Offer and remain an Aevum Shareholder in respect of your Shares; or
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Sell your Aevum Shares on the stock market. Your Directors only recommend you sell your shares on market if you intend disposing of your Aevum shares and, after allowing for brokerage, it nets you a higher price selling on the stock market than accepting Stockland's Revised Offer. You should consult with your broker or financial adviser to confirm if this would be the case.
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Reasons for recommendation
Your Board has considered a range of matters in forming its recommendation in relation to Stockland’s Revised Offer which are set out below:
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The Independent Expert’s updated opinion concluding that the Revised Offer is not fair but is reasonable for those Aevum Shareholders with a short to medium term investment horizon.
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The aggregate cash amount to be received by accepting Shareholders of $1.80 per Share (comprising cash consideration of $1.77 per Share and an entitlement to Aevum’s Final Dividend of 3 cents per Share) represents a:
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65.1% premium to the $1.09 closing price of Aevum Shares on the last trading day prior to the announcement of Stockland’s initial Offer on 2 August 2010;
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68.2% premium to the $1.07 one month VWAP of Aevum Shares prior to the announcement date of Stockland’s initial Offer 2 August 2010; and
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59.2% premium to the $1.13 three month VWAP of Aevum Shares prior to the announcement date of Stockland’s initial Offer 2 August 2010.
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Stockland’s Revised Offer of $1.80 per Share (comprising cash consideration of $1.77 per Share and an entitlement to Aevum’s Final Dividend of 3 cents per Share) represents an 18% premium (an increase of 27 cents per Share) to Stockland’s initial Offer Price (comprising Stockland’s initial Offer Price of $1.50 per Share and an entitlement to Aevum’s Final Dividend of 3 cents per share).
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No higher offer for Aevum is likely in the short term:
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Stockland has declared its Revised Offer final as to price;
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Aevum has been engaged with a number of potential interested third parties, however, at this stage it appears unlikely that a superior proposal will eventuate in the short term.
Further, there is no certainty Stockland will make a superior offer in the future.
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The likelihood that Aevum’s Shares would trade at a substantial discount to Stockland’s Revised Offer following the close of Stockland’s Revised Offer. The Independent Expert is of the opinion that Aevum’s Shares are likely to fall by around 25% in the short term once the Revised Offer lapses (assuming similar stock market conditions to present and no alternative offer being received).
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There are inherent risks in delivering on Aevum’s growth plans.
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Following completion of the Offer Period, Stockland is likely to hold a significant, potentially controlling, stake in Aevum given:
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Stockland has a relevant interest in Aevum of 16.1% as at 17 September 2010;
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a number of institutional shareholders in Aevum have indicated to Aevum that they are likely to accept Stockland’s Revised Offer, in the absence of a superior proposal.
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There may be significantly reduced future liquidity in Aevum Shares, reducing the ability for Shareholders to sell their Aevum Shares.
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The risk that Stockland may gain effective control (which may arise below 50%) of Aevum, meaning you may become a minority Shareholder in Aevum which creates significant additional risks.
The reasons above were weighed against the following countervailing considerations:
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Aevum is one of Australia’s leading retirement companies, with a strong platform in the growing retirement sector.
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The underlying value of Aevum and its future opportunities and growth prospects.
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The Independent Expert’s valuation range for Aevum of $1.91 to $2.22 per Share (mid-point $2.07 per Share), the average broker valuation of Aevum of $2.05 per Share and Aevum’s NTA of $2.02 per Share, which are all above Stockland's Revised Offer price.
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Aevum is highly strategic for Stockland Group’s Retirement Division, which in your Board’s view is still not adequately reflected in the Revised Offer.
If Stockland acquires effective control of Aevum but less than 90%
Shareholders should note that, if Stockland gains effective control of Aevum, your Board may, at the relevant time, recommend that all Aevum Shareholders accept Stockland’s Revised Offer (having regard to the current circumstances and the considerations set out below).
The Board notes that if Stockland acquires effective control of Aevum but less than 90%, Stockland would not be able to compulsorily acquire the remaining Shares in Aevum.
If Stockland acquires effective control of Aevum, but less than 90%, additional considerations that are relevant to minority Shareholders in Aevum include the following (in addition to those noted in section 7.11 of the Target's Statement):
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Stockland would gain control of the Board and management team and would be in a position to determine important decisions about Aevum’s future. As a result, the strategic direction for Aevum set by the current Board and management may not be followed. Stockland stated in its Replacement Bidder's Statement that, upon gaining effective control of Aevum, Stockland intends to procure the appointment of all or a majority of the Aevum Board (but the Aevum Board will continue to have at least two independent directors while Aevum remains listed on ASX). In this situation, it is possible that all of your existing Board members may be replaced by Stockland nominees and new independent directors.
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Stockland has indicated in its Bidder’s Statement that if it gains more than 50%, but less than 90% of Aevum, it would, amongst other things, reconsider Aevum’s dividend policy. This may result in Aevum ceasing or reducing its future dividend payments.
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It is substantially less likely that Shareholders in Aevum would receive a future takeover offer, other than from Stockland itself. Further, there is no guarantee Stockland will make any such offer or that the offer price will be the same as or higher than the total value of the Revised Offer.
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The liquidity of Aevum Shares is likely to be substantially reduced, reducing the ability for Shareholders to sell their Aevum Shares.
Your Board also notes that effective control of Aevum may pass to Stockland even if it does not secure a 50% shareholding.
Other matters
The Revised Offer is currently scheduled to close on 30 September 2010, unless extended by Stockland or as a matter of law.
We urge you to carefully study all materials sent to you. Aevum Shareholders should have regard to their own personal circumstances when deciding whether or not to accept Stockland’s Revised Offer and should consider seeking their own professional advice.
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If you choose to accept the Revised Offer you should carefully follow the instructions on the acceptance form in Stockland's Replacement Bidder's Statement. If you have any questions about the Revised Offer, please consult your professional adviser or call the Aevum Shareholder Information Line on 1800 704 395 (toll free within Australia) or +61 2 8256 3393 (callers outside Australia).
Yours sincerely,
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Graham Lenzner Chairman
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ANNEXURE A
SUPPLEMENTARY INDEPENDENT EXPERT’S REPORT
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The Directors Aevum Limited Level 6 23-25 O’Connell Street Sydney NSW 2010
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20 September 2010
Subject: Revised takeover offer from Stockland
Dear Sirs
Scope
- 1 The Directors of Aevum Limited (Aevum) have requested that we prepare this letter stating whether, in our opinion, Stockland Group’s (Stockland) revised offer for all the shares in Aevum is fair and reasonable.
Stockland’s Revised Offer
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2 On 14 September 2010 Stockland announced that:
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(a) Stockland would increase its offer for Aevum from $1.50 to $1.77 cash per share on an ex-dividend basis (the Revised Offer)
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(b) the Revised Offer is unconditional
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(c) the Revised Offer has been declared final and will not be increased
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(d) the consideration under the Revised Offer will be paid within three business days of receiving valid acceptances.
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3 Aevum shareholders who accept the Revised Offer prior to 22 September 2010 will also receive from Stockland a payment equivalent to the final dividend of 3 cents per Aevum share, resulting in a total cash payment from Stockland of $1.80 per Aevum share.
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4 Aevum shareholders on the record date of 28 September 2010 will be paid the final dividend of 3 cents per share by Aevum and will also therefore receive a total of $1.80 per Aevum share if they accept the Revised Offer.
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5 Accordingly, for the purposes of our report we have assumed total cash payments under the Revised Offer of $1.80 per Aevum share, comprising:
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(a) the Revised Offer consideration of $1.77 per Aevum share; plus
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(b) the final dividend of 3 cents per Aevum share.
Liability limited by a scheme approved under Professional Standards legislation
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Valuation of Aevum
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6 As set out in our Independent Expert’s Report (IER) dated 2 September 2010[1] we assessed the value of Aevum shares on a 100% controlling interest basis at $1.91 to $2.22 per share. This value was determined on a “cum-dividend” basis and includes the final dividend of 3 cents per share to be paid by Aevum on 21 October 2010.
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7 We note that Stockland’s Second Supplementary Bidder’s Statement dated 14 September 2010 contained various comments disputing our assessed valuation range. We have reviewed these comments and believe that our assessed valuation range of $1.91 to $2.22 per share2 remains appropriate[3] .
Value of consideration
- 8 Consistent with our “cum-dividend” valuation of Aevum, as stated above, for the purposes of our report we have adopted total cash payments under the Revised Offer of $1.80 per Aevum share.
Assessment of fairness
- 9 Pursuant to Australian Securities & Investments Commission (ASIC) Regulatory Guideline 111 – Content of expert reports (RG 111), an offer is “fair” if:
“The value of the offer price or consideration is equal to or greater than the value of the securities the subject of the offer.”
- 10 This comparison is shown below:
| Low $ per share High $ per share Mid-point $ per share 1.91 2.22 2.07 1.80 1.80 1.80 |
|
|---|---|
| Value of 100% of shares in Aevum(1) Value of Revised Offer consideration(1) Extent to which the value of Aevum shares exceeds the Revised Offer consideration Note: 1 Including the 3 cent per share final dividend. |
|
| 0.11 0.42 0.27 |
|
- 11 As the Revised Offer is less than our assessed value of 100% of the shares in Aevum, in our opinion, the Revised Offer is not fair.
Assessment of reasonableness
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12 Pursuant to ASIC Regulatory Guide 111, an offer may be reasonable if, despite not being fair but after considering other significant factors, shareholders should accept the offer in the absence of a higher bid before the close of the offer.
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13 In forming our view on the reasonableness of the Revised Offer we have considered the following matters.
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1 Included in Aevum’s Target Statement dated 6 September 2010.
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2 On a cum-dividend basis.
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3 We also note that our valuation range is consistent with the views held by stockbroking analysts and a number of Aevum’s larger institutional shareholders.
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Discount to full underlying value
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14 As indicated above the Revised Offer consideration remains lower than our assessed valuation range for Aevum shares. Specifically, the Revised Offer consideration is some:
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(a) 12.8%[4] below the mid-point of our assessed valuation range; and
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(b) 5.8% below the low end of our assessed valuation range.
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15 The Revised Offer consideration is therefore close to the low end of our valuation range but materially below the mid-point and high end of our valuation range.
Liquidity in Aevum shares
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16 As noted in Section III of our IER dated 2 September 2010 the level of share market trading in Aevum shares is very low. The adjusted turnover in the six month period prior to the announcement of the initial Stockland Offer represented only 5.6% of the issued capital of Aevum.
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17 Our assessed value of Aevum shares has been determined having regard to their medium to long term prospects. Individual shareholders in Aevum however may have a different (shorter) time horizon. Given the low level of liquidity in Aevum shares, the Revised Offer provides those Aevum shareholders with a shorter investment time horizon with an opportunity to realise their investment in Aevum at what they may consider to be an acceptable level of discount to underlying value and a significant premium to pre-bid market prices, as shown below:
| Revised Offer premium relative to pre-bid market prices | ||
|---|---|---|
| Aevum share | Implied |
|
| price | premium | |
| $ | % | |
| Closing share price on: 30 July 2010(1) |
1.09 | 65.1 |
| 1 July 2010 (1 month prior to Offer) | 1.07 | 68.2 |
| 1 May 2010 (3 months prior to Offer) | 1.21 | 48.8 |
| VWAP:(2) | ||
| 1 month to 30 July 2010 | 1.07 | 68.2 |
| 3 months to 30 July 2010 | 1.13 | 59.2 |
Note:
- 1 Being the last day of trading prior to the announcement of Stockland’s original offer of $1.50 per share.
2 Volume weighted average price.
Likely market price of Aevum shares once the Revised Offer closes
- 18 In our view, Aevum shares are likely to trade at a price materially below the Revised Offer consideration once the Revised Offer closes. This discount principally reflects the difference between the value of Aevum shares on a 100% controlling interest basis and the listed market price of the shares on a portfolio or minority interest basis.
4 Based on the mid-point valuation of $2.065 per share.
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- 19 While uncertain, in our opinion, Aevum shares are likely to fall from current levels by around 25% in the short term (assuming similar stock market conditions to those currently prevailing) once the Revised Offer lapses and assuming no alternative offer is received. Those Aevum shareholders with a short to medium term investment horizon should therefore consider accepting the Revised Offer in the absence of a superior offer. In addition, as noted above, there has historically been a low level of liquidity in Aevum shares.
Stockland’s intentions if it acquires effective control but less than 90% of Aevum shares
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20 Stockland has announced that, if it acquires effective control of Aevum but less than 90% of Aevum shares, it intends to:
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(a) consider whether to retain the listing of Aevum shares on the ASX; and
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(b) fund Aevum’s “substantial pipeline of development projects” out of the cash flow generated internally by Aevum, “which may restrict Aevum’s ability to pay dividends” .
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21 If Stockland acquires effective control of Aevum it will also control the day to day management and strategic direction of Aevum (with potentially different priorities than the current management of Aevum).
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22 Whilst there is a risk that Aevum shares will be delisted if Aevum acquires effective control of Aevum, we note that Directors on the Aevum Board at that time (including those appointed by Stockland) would have an obligation to act in the best interests of all Aevum shareholders.
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23 Further, in circumstances where Stockland acquires effective control of Aevum but less than 90% of Aevum shares, in our opinion, there is a reasonable prospect that Stockland will make a further takeover offer at a later date in order to obtain 100% control of Aevum. However, the prospect of a future takeover offer is inherently uncertain as to whether it arises, the timing thereof and the related offer price.
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24 We therefore recommend those Aevum shareholders with a short to medium term investment horizon, or who do not wish to remain minority shareholders if control of Aevum passes to Stockland, consider accepting the Revised Offer or selling on-market (during the Revised Offer period) in the absence of a superior offer.
Likelihood of a superior proposal
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25 Aevum has advised that it has been in discussions with a number of other parties which may lead to a superior offer being made for Aevum shares. However, at the date of this letter no superior proposal to the Revised Offer has been received and the Aevum Board have advised that it appears unlikely that a superior proposal will eventuate in the short-term.
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26 Furthermore, Stockland’s current shareholding in Aevum of 16.1%[5] may also deter potential bidders for Aevum due to its ability to prevent a bidder from being able to acquire 100% control of Aevum.
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27 Accordingly, we recommend that Aevum shareholders with a short to medium term investment horizon accept the Revised Offer in the absence of a superior offer.
5 As at 17 September 2010 Stockland had a relevant interest in 16.1% of Aevum shares.
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Conclusion on reasonableness
- 28 Having considered the above, in our opinion, the Revised Offer is reasonable in the absence of a superior offer for those Aevum shareholders with a short to medium term investment horizon.
Opinion on the Revised Offer
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29 For the reasons discussed above we have therefore concluded that the Revised Offer is not fair but is reasonable for those Aevum shareholders with a short to medium term investment horizon.
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30 As noted above we have assessed the current value of Aevum having regard to its medium to longer term prospects. Given the extent to which the Revised Offer is below our assessed value of Aevum on a 100% controlling interest basis, those shareholders with a long term investment horizon may wish to retain their Aevum shares to seek to realise the full underlying value of Aevum shares over time.
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31 However, if Stockland acquires effective control of Aevum, we suggest that long term investors in Aevum also consider whether to accept the Revised Offer.
Other matters
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32 Acceptance or rejection of the Revised Offer is ultimately a matter for individual shareholders in Aevum to consider and decide on, having regard to their personal circumstances and their own views as to value and future market conditions, their risk profile, liquidity preference, portfolio strategy and tax position. Aevum shareholders who are not sure what action they should take in connection the Revised Offer should therefore obtain professional advice specific to their individual circumstances.
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33 The taxation consequences of accepting the Revised Offer depend on the individual circumstances of each investor. Shareholders should consult their own professional adviser if in doubt as to the taxation consequences of the Revised Offer.
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34 For our full opinion on the value of Aevum shares we recommend that shareholders read our Independent Expert’s Report (IER) dated 2 September 2010, which is available on the ASX website www.asx.com.au.
Yours faithfully
Craig Edwards Director
Martin Holt Director
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Appendix A
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Financial Services Guide
Lonergan Edwards & Associates Limited
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1 Lonergan Edwards & Associates Limited (ABN 53 095 445 560) (LEA) is a specialist valuation firm which provides valuation advice, valuation reports and independent expert’s reports (IER) in relation to takeovers and mergers, commercial litigation, tax and stamp duty matters, assessments of economic loss, commercial and regulatory disputes.
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2 LEA holds Australian Financial Services Licence No. 246532.
Financial Services Guide
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3 The Corporations Act 2001 authorises LEA to provide this Financial Services Guide (FSG) in connection with its preparation of an IER to accompany the Supplementary Target Statement to be sent to Aevum shareholders in connection with the Revised Offer.
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4 This FSG is designed to assist retail clients in their use of any general financial product advice contained in the IER. This FSG contains information about LEA generally, the financial services we are licensed to provide, the remuneration we may receive in connection with the preparation of the IER, and if complaints against us ever arise how they will be dealt with.
Financial services we are licensed to provide
- 5 Our Australian Financial Services Licence allows us to provide a broad range of services to retail and wholesale clients, including providing financial product advice in relation to various financial products such as securities, derivatives, interests in managed investment schemes, superannuation products, debentures, stocks and bonds.
General financial product advice
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6 The IER contains only general financial product advice. It was prepared without taking into account your personal objectives, financial situation or needs.
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7 You should consider your own objectives, financial situation and needs when assessing the suitability of the IER to your situation. You may wish to obtain personal financial product advice from the holder of an Australian Financial Services Licence to assist you in this assessment.
Fees, commissions and other benefits we may receive
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8 LEA charges fees to produce reports, including this IER. These fees are negotiated and agreed with the entity who engages LEA to provide a report. Fees are charged on an hourly basis or as a fixed amount depending on the terms of the agreement with the entity who engages us. In the preparation of this IER, LEA is entitled to receive a fee estimated at $20,000 plus GST.
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9 Neither LEA nor its directors and officers receives any commissions or other benefits, except for the fees for services referred to above.
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Appendix A
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10 All of our employees receive a salary. Our employees are eligible for bonuses based on overall performance and the firm’s profitability, and do not receive any commissions or other benefits arising directly from services provided to our clients. The remuneration paid to our directors reflects their individual contribution to the company and covers all aspects of performance. Our directors do not receive any commissions or other benefits arising directly from services provided to our clients.
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11 We do not pay commissions or provide other benefits to other parties for referring prospective clients to us.
Complaints
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12 If you have a complaint, please raise it with us first, using the contact details listed below. We will endeavour to satisfactorily resolve your complaint in a timely manner.
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13 If we are not able to resolve your complaint to your satisfaction within 45 days of your written notification, you are entitled to have your matter referred to the Financial Ombudsman Services Limited (FOS), an external complaints resolution service. You will not be charged for using the FOS service.
Contact details
- 14 LEA can be contacted by sending a letter to the following address:
Level 27 363 George Street Sydney NSW 2000 (or GPO Box 1640, Sydney NSW 2001)
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Appendix B
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Qualifications, declarations and consents
Qualifications
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1 LEA is a licensed investment adviser under the Corporations Act. LEA’s authorised representatives have extensive experience in the field of corporate finance, particularly in relation to the valuation of shares and businesses and have prepared more than 100 independent expert’s reports to shareholders.
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2 This report was prepared by Mr Craig Edwards and Mr Martin Holt, who are each authorised representatives of LEA. Mr Edwards and Mr Holt have over 16 years and 25 years experience respectively in the provision of valuation advice.
Declarations
- 3 This report has been prepared at the request of the Directors of Aevum to accompany the Supplementary Target Statement to be sent to Aevum shareholders. It is not intended that this report should serve any purpose other than as an expression of our opinion as to whether or not the Revised Offer is fair and reasonable to the shareholders of Aevum.
Interests
- 4 At the date of this report, neither LEA, Mr Edwards nor Mr Holt have any interest in the outcome of the Revised Offer. With the exception of the fee shown in Appendix A, LEA will not receive any other benefits, either directly or indirectly, for or in connection with the preparation of this report.
Indemnification
- 5 As a condition of LEA’s agreement to prepare this report, Aevum agrees to indemnify LEA in relation to any claim arising from or in connection with its reliance on information or documentation provided by or on behalf of Aevum which is false or misleading or omits material particulars or arising from any failure to supply relevant documents or information.
Consents
- 6 LEA consents to the inclusion of this report in the form and context in which it is included in Aevum’s Supplementary Target Statement.
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