Turners Group NZ Limited
Transaction Type: Takeover (Compulsory acquisition)
Offeror: Dorchester Turners Limited
Independent Adviser(s): Grant Samuel (Rule 21)
Offer commencement date: 18/09/2014
Offer closing date: 6/11/2014
Exemption: Dorchester Turners Limited - Exemption Notice 2014
On 18 August 2014, NZX-listed Dorchester Pacific Limited, through its wholly owned subsidiary Dorchester Turners Limited (Dorchester), made a full takeover offer for all the ordinary shares in Turners Group NZ Limited (Turners).
The consideration offered per Turners share was equivalent to $3.00 and paid in:
- cash; or
- two year convertible bonds issued by Dorchester Pacific Limited paying a 9% interest rate, convertible to Dorchester shares or cash on maturity; or
- Dorchester Pacific Limited ordinary shares at an issue price of $0.25 per share; or
- any combination of the above.
The offer was subject to, among other things, the following conditions:
- Dorchester receiving acceptances that would result in it holding or controlling 90% or more of the voting rights in Turners; and
- Turners declares and pays a $0.15 special dividend within five days from the closing date of the offer.
On 17 October 2014, Dorchester held or controlled 86.811% of the voting rights in Turners and extended its offer by three weeks until 7 November 2014.
The offer was declared unconditional on 25 October 2014.
On 29 October 2014, Dorchester notified dominant ownership. On 31 October 2014, Dorchester sent out its compulsory acquisition notice.
We are seeking consent to publish other documents in relation to this transaction on our website. In the meantime, copies of these documents are available upon request to the Panel under the Official Information Act 1982. Please send your written Official Information requests to takeovers.panel@takeovers.govt.nz
