WAM Active Limited, a fund managed by MAM Pty Limited cancelled the acquisition of the remaining stake of Keybridge Capital Limited from Bentley Capital Limited, Australian Style Group Pty Ltd., Wilson Asset Management (International) Pty Limited and others.
March 02, 2020
Share
WAM Active Limited (ASX:WAA), a fund managed by MAM Pty Limited made an offer to acquire the remaining stake of Keybridge Capital Limited (ASX:KBC) from Bentley Capital Limited (ASX:BEL), Australian Style Group Pty Ltd., Wilson Asset Management (International) Pty Limited and others on December 13, 2019. WAM Active Limited will acquire each share for AUD 0.065. As of February 24, 2020, WAM Active Limited (ASX:WAA), a fund managed by MAM Pty Limited increased an offer to acquire the remaining stake of Keybridge Capital from Bentley Capital, Australian Style Group Pty Ltd., Wilson Asset Management (International) Pty Limited and others. The increased offer per share for all the remaining shares is AUD 6.9 pence. The Bidder's Statement approved by a unanimous approved resolution of the board of WAM Active.
The transaction is subject to minimum acceptance of 50.1% before offer period, shareholder approval of Keybridge Capital, no regulatory action during the period starting on the date that the offer was announced and ending of the offer period, no prescriber occurrences, no material transactions, no material adverse change, no material adverse change, no superior alternate proposal, no material litigation, no delisting, no NTA fall and no fall in the market of below 10% or more. The offer will open for acceptance in due course and will be open for at least one month. Keybridge urges shareholders to take no action until they review the Target Statement response by Keybridge. It is anticipated that the Target Statement will be released on January 17, 2020. On January 17, 2020, target statement was released and the majority of Directors recommend to reject the tender offer due to inadequate offer price. As of March 2, 2020, the offers becomes unconditional. The offer period was open on January 3, 2020 and is scheduled to close on February 3, 2020. As of February 10, 2020, the offer period was extended to March 3, 2020. As of March 2, 2020, the offer period was extended to April 3, 2020. Mont Lawyers Pty Limited acted as a legal advisor and Boardroomradio.com Pty.Ltd acted as a registrar to WAM Active Limited. Advanced Share Registry Ltd acted as registrar for Keybridge Capital Limited.
WAM Active Limited (ASX:WAA), a fund managed by MAM Pty Limited cancelled the acquisition of the remaining stake of Keybridge Capital Limited (ASX:KBC) from Bentley Capital Limited (ASX:BEL), Australian Style Group Pty Ltd., Wilson Asset Management (International) Pty Limited and others on March 3, 2020. Transaction was cancelled with an unfulfilled defeating condition, making all acceptances void. As WAM did not effectively free its bid of all its defeating conditions, and was unable to extend its bid at the time it purported to do so, WAM Active's bid closed on March 3, 2020. All takeover contracts and acceptances in relation to WAM Active's bid then became void. WAA expects to pay the offer consideration to those Keybridge shareholders who have already accepted the offer on or around 6 March 2020. As on March 3, 2020, Bentley Capital Limited accepted WAM Active Limited offer to acquire all 31.7 million shares for AUD 2.18 million. As on March 12, 2020, Bentley confirms that it did not, and never had any intention to, accept the highly conditional, unfunded ADIT offer.
Bentley Capital Limited is an Australia-based investment company. The Company's investment objectives are to achieve a high real rate of return over the medium term, ideally comprising both revenue and capital growth, while operating within acceptable risk parameters, and to deliver a regular distribution stream to shareholders. The Company's segments include Investments and Corporate. The Investments segment comprises securities listed on the Australian Securities Exchange (ASX), units in unlisted managed funds and other liquid financial assets. The Corporate segment provides corporate assets and operations.
WAM Active Limited, a fund managed by MAM Pty Limited cancelled the acquisition of the remaining stake of Keybridge Capital Limited from Bentley Capital Limited, Australian Style Group Pty Ltd., Wilson Asset Management (International) Pty Limited and others.