craic
20-04-2004, 09:55 AM
Your comments please folks.
WRI
20/04/2004
TAKEOVER
REL: 0840 HRS Wrightson Limited
TAKEOVER: WRI: Rural Portfolio Investments Lodges Formal Offer Notice
Rural Portfolio Investments Ltd has today lodged the formal notice in respect
of its partial takeover offer for shares in Wrightson Limited with Wrightson.
The takeover notice is accompanied by an offer document, which has been
registered with the Companies Office, for the offer of redeemable preference
shares by Rural Portfolio Investments Securities Limited ("RPI Securities").
As foreshadowed on 6 April, the conditional partial takeover offer is at
$1.50 per Wrightson share, and is for sufficient shares to take Rural
Portfolio Investments' control of voting rights in Wrightson to 50.01
percent.
The Managing Director of Rural Portfolio Investments, Mr Craig Norgate, said
it was expected that the formal offer documents would be despatched to
shareholders as required by the Code in approximately two to three weeks.
They would be accompanied by the offer document relating to redeemable
preference shares in RPI Securities.
The partial takeover offer includes three payment options to suit individual
shareholder needs - cash, redeemable preference shares in RPI Securities, or
a mix of cash and redeemable preference shares.
The redeemable preference shares will also be available to the public
depending on uptake by Wrightson shareholders, who have priority. The issue
of redeemable preference shares is underwritten to $85 million by ABN AMRO
Rothschild, and RPI Securities may accept over-subscriptions up to a further
$15 million. ABN AMRO Craigs and ABN AMRO Rothschild are Joint Lead Managers
to the issue. ABN AMRO Bank NV has also provided a bridge facility of NZ$70m
to facilitate the offer.
Rural Portfolio Investments currently has a shareholding of approximately 13
percent in Wrightson, acquired through purchases on the New Zealand
sharemarket between September and December 2003. Mr Norgate said the company
had been encouraged by the initial reception to the partial takeover offer.
"It is clear to us that the price has been well received by shareholders and
the broking community," he said. "We have structured the offer to provide
shareholders with an opportunity to realise a premium price and, if they wish
to do so, to switch into a fixed-rate investment with an attractive return
and the opportunity to obtain equity linked enhancements on redemption."
Mr Norgate noted that, under the Takeovers Code, shares could be purchased by
Rural Portfolio Investments via the partial takeover offer only if it
received acceptances sufficient to take it to 50.01 percent. He also noted
that the Code prohibited an offeror from purchasing shares in the target
company during a partial takeover offer. This meant that those who wished to
sell Wrightson shares to Rural Portfolio Investments could do so only by
accepting the offer.
The redeemable preference shares in RPI Securities will be in two series:
- Three-year - with an indicative gross dividend (including imputation
credits) of 9% pa
- Five-year - with an indicative gross dividend (including imputation
credits) of 10.5% pa
The indicative gross dividends may be adjusted depending on market conditions
over the takeover offer period. They are based on the intention to pay a
fully imputed dividend. The redeemable preference shares will also carry
redemption premiums based on specified appreciation in the Wrightson share
price.
End CA:00099244 For:WRI Type:TAKEOVER Time:2004-04-20:08:40:38
WRI
20/04/2004
TAKEOVER
REL: 0840 HRS Wrightson Limited
TAKEOVER: WRI: Rural Portfolio Investments Lodges Formal Offer Notice
Rural Portfolio Investments Ltd has today lodged the formal notice in respect
of its partial takeover offer for shares in Wrightson Limited with Wrightson.
The takeover notice is accompanied by an offer document, which has been
registered with the Companies Office, for the offer of redeemable preference
shares by Rural Portfolio Investments Securities Limited ("RPI Securities").
As foreshadowed on 6 April, the conditional partial takeover offer is at
$1.50 per Wrightson share, and is for sufficient shares to take Rural
Portfolio Investments' control of voting rights in Wrightson to 50.01
percent.
The Managing Director of Rural Portfolio Investments, Mr Craig Norgate, said
it was expected that the formal offer documents would be despatched to
shareholders as required by the Code in approximately two to three weeks.
They would be accompanied by the offer document relating to redeemable
preference shares in RPI Securities.
The partial takeover offer includes three payment options to suit individual
shareholder needs - cash, redeemable preference shares in RPI Securities, or
a mix of cash and redeemable preference shares.
The redeemable preference shares will also be available to the public
depending on uptake by Wrightson shareholders, who have priority. The issue
of redeemable preference shares is underwritten to $85 million by ABN AMRO
Rothschild, and RPI Securities may accept over-subscriptions up to a further
$15 million. ABN AMRO Craigs and ABN AMRO Rothschild are Joint Lead Managers
to the issue. ABN AMRO Bank NV has also provided a bridge facility of NZ$70m
to facilitate the offer.
Rural Portfolio Investments currently has a shareholding of approximately 13
percent in Wrightson, acquired through purchases on the New Zealand
sharemarket between September and December 2003. Mr Norgate said the company
had been encouraged by the initial reception to the partial takeover offer.
"It is clear to us that the price has been well received by shareholders and
the broking community," he said. "We have structured the offer to provide
shareholders with an opportunity to realise a premium price and, if they wish
to do so, to switch into a fixed-rate investment with an attractive return
and the opportunity to obtain equity linked enhancements on redemption."
Mr Norgate noted that, under the Takeovers Code, shares could be purchased by
Rural Portfolio Investments via the partial takeover offer only if it
received acceptances sufficient to take it to 50.01 percent. He also noted
that the Code prohibited an offeror from purchasing shares in the target
company during a partial takeover offer. This meant that those who wished to
sell Wrightson shares to Rural Portfolio Investments could do so only by
accepting the offer.
The redeemable preference shares in RPI Securities will be in two series:
- Three-year - with an indicative gross dividend (including imputation
credits) of 9% pa
- Five-year - with an indicative gross dividend (including imputation
credits) of 10.5% pa
The indicative gross dividends may be adjusted depending on market conditions
over the takeover offer period. They are based on the intention to pay a
fully imputed dividend. The redeemable preference shares will also carry
redemption premiums based on specified appreciation in the Wrightson share
price.
End CA:00099244 For:WRI Type:TAKEOVER Time:2004-04-20:08:40:38