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