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A P Eagers : Commencement of dispatch of bidder's statement

04/22/2019 | 09:04pm EST

23 April 2019

The Manager

Market Announcements Office

ASX Limited

Dear Sir/Madam

Takeover bid by A.P. Eagers Limited for Automotive Holdings Group Limited

Commencement of dispatch of Bidder's Statement

A.P. Eagers Limited has today commenced sending its bidder's statement dated 5 April 2019 (Bidder's Statement) (which contains an offer dated 23 April 2019) in relation to its off-market takeover bid for all the ordinary shares in Automotive Holdings Group Limited that it does not already own.

A copy of the Bidder's Statement (including the offer document) being sent to offerees is attached.

Yours sincerely

Denis Stark

Company Secretary

A.P. EAGERS LIMITED

ABN 87 009 680 013

Registered Office

5 Edmund Street, Newstead, QLD, 4006 P.O. Box 199, Fortitude Valley, QLD, 4006 T (07) 3608 7100 F (07) 3608 7111

Ecorporate@apeagers.com.au

Bidder's Statement

Accept

The offer by

A.P. EAGERS LIMITED

ABN 87 009 680 013

to purchase all of your shares in

AUTOMOTIVE HOLDINGS GROUP LIMITED

ABN 35 111 470 038

for 1 APE Share for every 3.8 AHG Shares that you own

The Offer will close at 7.00pm (Sydney time) on 16 September 2019, unless extended or withdrawn.

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to how to deal with it, you should consult your legal, financial or other professional adviser as soon as possible

Financial Adviser

Legal Adviser

AP Eagers Bidder's Statement

Important Notices

Nature of this document

This Bidder's Statement is given by A.P. Eagers Limited

ACN 009 680 013 (AP Eagers) under Part 6.5 Corporations Act and sets out certain disclosures required by the Corporations Act together with the terms of the Offer to acquire your shares in Automotive Holdings Group Limited ACN 111 470 038 (AHG).

This Bidder's Statement is dated 5 April 2019. It includes an Offer dated 23 April 2019 on the Offer Terms set out in Schedule 1 and Bid Conditions set out in Schedule 2.

A copy of this Bidder's Statement was lodged with ASIC on 5 April 2019. Neither ASIC nor any of its officers takes any responsibility for the content of this Bidder's Statement.

Investment decisions

This Bidder's Statement does not take into consideration your individual investment objectives, financial situation or particular needs. You may wish to seek independent legal, financial or other professional advice before deciding whether or not to accept the Offer for your AHG Shares.

Forward looking statements

This Bidder's Statement contains certain forward looking statements and statements of current intention. The forward looking statements in this Bidder's Statement reflect views held at the date of this Bidder's Statement.

You should be aware that those statements involve inherent risks and uncertainties. Actual events or results may differ materially from the events or results expressed or implied in any forward looking statement and those deviations are both normal and to be expected.

None of AP Eagers, its officers or any person named in this Bidder's Statement with their consent or involved in the preparation of this Bidder's Statement makes any representation or warranty as to the accuracy or likelihood of fulfilment of any forward looking statement. You should not place undue reliance on those statements.

Disclaimer as to AHG and Merged Group information

The information on AHG, AHG Shares and the AHG Group contained in this Bidder's Statement has been prepared by AP Eagers using publicly available information only. None of the information in this Bidder's Statement concerning AHG and the assets and liabilities, financial position and performance, profits and losses and prospects of the AHG Group has been independently verified by AP Eagers. Accordingly, AP Eagers does not, subject to the Corporations Act, make any representation or warranty, express or implied, as to the accuracy or completeness of such information.

The information on the Merged Group contained in this Bidder's Statement, to the extent that it incorporates or reflects information on AHG and the AHG Group, has also been prepared using publicly available information only. Accordingly, such information is also subject to the foregoing disclaimer.

Further information relating to AHG's business may be included in the Target's Statement which AHG must provide to its shareholders in response to this Bidder's Statement.

Privacy statement

AP Eagers has collected your information from the register of AHG Shareholders. The Corporations Act permits information to be made available to certain persons, including AP Eagers. Your information may also be disclosed on a confidential basis to AP Eagers' related bodies corporate and external service providers and may be required to be disclosed to regulators such as ASIC. You can contact us for details of information held by us about you.

Financial amounts

All financial amounts in this Bidder's Statement are expressed in Australian currency unless otherwise stated.

Effect of rounding

A number of amounts, percentages, prices, estimates and other figures in this Bidder's Statement are subject to the effect of rounding. Accordingly, actual numbers may differ from those set out in this Bidder's Statement.

Websites

References in this Bidder's Statement to AP Eagers' website (www.apeagers.com.au), to AP Eagers' Offer website (www.apeagersoffer.com.au) and to AHG's website (www.ahgir.com.au) are for information purposes only.

No information contained in or otherwise accessible from those websites form part of this Bidder's Statement.

Maps and diagrams

Any diagrams and maps appearing in this Bidder's Statement are illustrative only and may not be drawn to scale. Unless stated otherwise, all data contained in charts, maps, graphs and tables is based on information available at the date of this Bidder's Statement.

Implied value

AHG Shareholders (other than Foreign Shareholders) will receive a fixed number of APE Shares as consideration under the Offer. The value of those APE Shares will fluctuate depending upon the market value of APE Shares. Accordingly, any reference to the implied value of the Offer Consideration should not be taken as an indication that the implied value

is fixed.

Defined terms

A number of defined terms are used in this Bidder's Statement. These terms are explained in section 14.

Foreign jurisdictions

The distribution of this Bidder's Statement in jurisdictions outside Australia may be restricted by law, and persons who come into possession of it should seek advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws.

This Bidder's Statement does not constitute an offer in any jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer. APE Shares have not been, and will not be, registered under the United States Securities Act of 1933 (Securities Act) and may not be offered or sold in the United States or to, or for the account or benefit of, a U.S. person (as defined in Regulation S under the Securities Act), except in a transaction exempt from the registration requirements of the Securities Act and applicable United States state securities laws.

Warning statement for AHG Shareholders in New Zealand

This Bidder's Statement is not a New Zealand product disclosure statement or other similar offering or disclosure document under New Zealand law and has not been registered, filed with or approved by any New Zealand regulatory authority under or in accordance with the Financial Markets Conduct Act 2013 (NZ) or any other relevant New Zealand law. The offer of APE Shares under the Offer is being made to existing AHG Shareholders with registered addresses in New Zealand in reliance upon an exemption from the relevant New Zealand securities regime, and, accordingly, this Bidder's Statement may not contain all the information that a product disclosure statement under New Zealand law is required to contain.

Bidder's Statement - A.P. Eagers Limited

Table of contents

How to Accept the Offer

2

Letter from the Chairman

3

1

Investment Overview

5

2

Why You Should Accept AP Eagers' Offer

14

3

How to Accept the Offer

22

4

Profile of AP Eagers

24

5

Information on AP Eagers' Securities

32

6

Profile of AHG

36

7

Information on AHG's Securities

45

8

AP Eagers' Intentions in Relation to AHG

47

9

Profile of the Merged Group and Effect of the Offer

51

10

Risks

66

11

Source of Consideration

73

12

Taxation Considerations

74

13

Additional Information

76

14

Definitions and Interpretation

81

15

Approval of Bidder's Statement

85

Schedule 1 - Terms of the Offer

86

Schedule 2 - Conditions of the Offer

94

Schedule 3 - AP Eagers Announcements to the ASX since 20 February 2019

96

Key dates

Announcement Date

Friday, 5

April 2019

Bidder's Statement lodged with ASIC

Friday, 5

April 2019

Date of the Offer (Offer opens)

Tuesday, 23

April 2019

7.00pm (Sydney time) on

Closing Date for the Offer (unless extended or withdrawn)

Monday, 16 September 2019

All dates following the date of the Offer are indicative only and subject to change. Any changes to the above timetable will be announced through the ASX and notified on AP Eagers' website at www.apeagers.com.au. Unless otherwise stated, all references to time in this Bidder's Statement are references to Sydney time. Any obligation to do an act by a specified time in an Australian time zone must be done at the corresponding time in any other jurisdiction.

1

Bidder's Statement - A.P. Eagers Limited

How to accept the Offer

Acceptances for the Offer must be received before the close of the Offer Period.

There are different ways to accept the Offer depending on how you hold your AHG Shares.

CHESS Holdings

Instruct your stockbroker or other Controlling Participant (usually your stockbroker) to initiate acceptance of the Offer on your behalf in sufficient time for the Offer to be accepted before the end of the Offer Period.

Otherwise please complete and sign the enclosed Acceptance Form in accordance with the instructions on that form so that it is received in time to give instructions to your Controlling Participant, and

for your Controlling Participant to carry out those instructions, before the end of the Offer Period.

Issuer Sponsored Holdings

Complete and sign the enclosed Acceptance Form in accordance with the instructions on that form and within this Bidder's Statement and return it before the end of the Offer Period to:

BY MAIL (a reply paid envelope is enclosed)

Computershare Investor Services Pty Limited Automotive Holdings Group Limited Takeover GPO Box 52

MELBOURNE VIC 3001 AUSTRALIA

Acceptance Form

The Acceptance Form which accompanies this Bidder's Statement forms part of the Offer. Subject to paragraph 5 of the Offer Terms in Schedule

1, the requirements on the Acceptance Form must be observed in accepting the Offer for your AHG Shares.

Acceptance Facility

AP Eagers has also established an Acceptance Facility to facilitate early acceptances of the Offer. Additional information regarding the Acceptance Facility is set out in section 3.4.

Offers to Foreign Shareholders

If you are a Foreign Shareholder, unless AP Eagers otherwise determines that:

»» it is lawful and not unduly onerous and not unduly impracticable to make the Offer to you and to issue you with APE Shares on acceptance of the Offer; and

»» it is not unlawful for you to accept the Offer by the law of the relevant place outside Australia, its external territories or New Zealand,

you will not be entitled to receive APE Shares as consideration for your AHG Shares.

If you are a Foreign Shareholder and you accept the Offer or your AHG Shares are compulsorily acquired, you will receive the cash amount calculated under paragraph 8.2 of Schedule 1.

Further information about the entitlement of a Foreign Shareholder is set out in section 13.2.

Enquiries

If you are in any doubt about how to deal with this document, you should consult your stockbroker or your legal, financial or other professional adviser.

If you have any questions about the Offer

or how to accept it, please call the AP Eagers Offer information line on 1300 560 339

(or +61 2 8011 0354 for overseas domiciled holders) between 9.00am and 5.00pm (Sydney time) Monday to Friday.

2

This is an excerpt of the original content. To continue reading it, access the original document here.

Disclaimer

A.P. Eagers Limited published this content on 23 April 2019 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 23 April 2019 01:03:19 UTC


© Publicnow 2019
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