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The $630 million takeover of a business lender is “legally effective” following the Supreme Court approval of the terms of the acquisition.
Scottish Pacific has announced that the Supreme Court of Victoria has made orders approving the Scheme Implementation Agreement (SIA) to effect the proposed acquisition of all the shares on issue in Scottish Pacific by SME Capital Investments III Pty Ltd, a wholly owned subsidiary of Affinity Equity Partners Limited.
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The latest announcement follows the approval of the SIA from the lender’s shareholders at the firm’s annual general meeting.
As part of the conditions of the acquisition, a copy of the court's orders has also been lodged with the Australian Securities and Investments Commission (ASIC), which, as a result, has made the scheme legally effective.
Scottish Pacific has noted that it has applied to the ASX to suspend quotation and trading of Scottish Pacific’s shares, effective from close of trading on 7 December.
Scottish Pacific shareholders who hold shares on the record date for the SIA (currently proposed as 5.00pm on Wednesday, 12 December 2018) will be entitled to receive the scheme consideration, which is set to be paid upon its implementation on Tuesday, 18 December 2018.
Background
In September, Scottish Pacific announced that it had entered into a SIA with SME Capital Investments, under which it was proposed that the bidder would acquire 100 per cent of the share capital of Scottish Pacific, which was valued at approximately $630 million.
Under the terms of the scheme, Scottish Pacific’s shareholders are entitled to receive $4.40 per share in cash.
The scheme consideration of $4.40 per share represents:
- 6 per cent premium to SCO’s closing share price of $3.74 on 19 September 2018, being the last closing price prior to entering into trading halt and announcing the SIA
- 8 per cent premium to the one‐week volume-weighted average price (VWAP) of $3.55 (up to and including 19 September)
- 8 per cent premium to the one‐month VWAP of $3.44 (up to and including 19 September)
- 4 per cent premium to the three‐month VWAP of $3.27 (up to and including 19 September)
- 5 per cent premium to the 12‐month VWAP of $3.20
- 7 times price to full-year 2018 (FY18) net profit after tax and amortisation (NPTA) on a fully diluted basis
Scottish Pacific’s directors recommended that shareholders vote in favour of the scheme, which they have now done.
At the time of the announcement, Scottish Pacific chairman Patrick Elliott commented: “Affinity Equity Partners’ proposal represents a significant premium to [Scottish Pacific’s] recent share price and entitles all [Scottish Pacific] shareholders to receive up to 100 per cent of the scheme consideration in cash, which provides value certainty for shareholders.
“We believe the proposal is consistent with the board’s efforts to maximise shareholder value.”
