Centuria Capital Group (ASX:CNI) entered into a Bid Implementation Deed to acquire Primewest Group Limited (ASX:PWG) from John Bond, David Schwartz, Jim Litison and others for approximately AUD 600 million on April 19, 2021. As a part of consideration, Centuria will pay AUD 0.2 per share in cash and 0.473 Centuria securities per Primewest security. John Bond, David Schwartz and Jim Litis will sell 53% stake in Primewest under the transaction. Centuria will also acquire 0.45 million of unlisted options of Primewest at AUD 0.46 per option and 28,000 restricted securities at AUD 1.51 per security. Post transaction, Primewest Group Limited will merge with Centuria Capital Group. Merger includes provision for payment of a break fee of AUD 2 million to Centuria in certain circumstances. As soon as Centuria has a relevant interest in more than 80% of the Primewest securities and the Offer becomes or is declared unconditional, if requested by Centuria, Primewest must use its best endeavors to procure resignation and appointment of directors of Primewest such that a majority of the directors of Primewest are directors nominated by Centuria in writing. Primewest Founders and Directors John Bond, David Schwartz and Jim Litis will enter into two-year employment contracts as senior executives of Centuria. In addition, John Bond, David Schwartz and Jim Litis will enter into two-year escrow arrangements in relation to their Centuria holdings upon Merger completion. Centuria's current intention is to retain Primewest's existing employees given the strong expertise across a range of geographies and sectors which are complementary to Centuria. Merged group expected to be well placed for ASX/S&P 200 index inclusion. The Merger is conditional upon a number of matters, including minimum acceptance of at least 90% of all Primewest securities, the entry into certain escrow arrangements by each of John Bond, David Schwartz and Jim Litis and their associated securityholder entities, receipt of certain regulatory approvals, no regulatory actions or restraints, the holders of Primewest options agree to their options being cancelled or otherwise transferred to Primewest for a cash amount, no material adverse change in relation to Primewest, no prescribed occurrence in relation to Primewest, no material acquisitions or disposals or changes in conduct of business by Primewest or the Primewest fund, no removal of responsible entities or trustees of the Primewest Fund, no litigation on foot or pending, and change of control consents in relation to downstream funds and other customary conditions. The Primewest Board unanimously recommends the Merger, in the absence of a superior proposal and subject to an independent expert opining that the Merger is fair and reasonable to Primewest Securityholder. The Primewest Board, whose directors represent 53% of Primewest securities, have confirmed the intend to accept into the Merger in the absence of a superior proposal and subject to the independent expert's opinion. At any time from when the offer period opens to when the offer period closes, Centuria may choose to waive certain conditions of the Merger, declare the Merger unconditional and / or extend the Offer Period. As of May 25, 2021, the change of control defeating condition to the Centuria Offer has been fulfilled. Primewest established an independent board committee comprising the independent non-executive directors Erin Flaherty and Hamish Beck from Primewest Board. The Independent Expert's Report has concluded that the Offer is fair and reasonable. The independent board committee established by Primewest is supportive of the Merger. Offer period open in mid-May 2021 and closes in mid-June 2021. Offer Period will be of minimum one month, can be extended to a maximum of twelve months. On June 4, 2021, Primewest today that each of the founding directors John Bond, David Schwartz and Jim Litis, who with their associates collectively own approximately 53% of total securities in Primewest, have ACCEPTED the takeover bid and merger proposal from Centuria Capital Group, As a result, securityholders that represent approximately 76% of Primewest securities have provided valid acceptances and acceptance instructions to Centuria. Centuria has waived all remaining conditions including minimum tender offer and the Centuria Offer is now unconditional. Centuria is pleased to announce that it has a relevant interest in greater than 90% of Primewest securities and that it now intends to exercise its right to comspulsorily acquire any outstanding Primewest securities. The compulsory acquisition process, which is subject to the Corporations Act, is likely to take approximately 4 to 6 weeks, but may take longer in some circumstances. Primewest securityholders who have not yet accepted the Centuria Offer may still, and are urged to, accept the Centuria Offer before the Centuria Offer closes. Centuria's takeover offer is scheduled to close on June 24, 2021. As of May 13, 2021, offer period will expire on June 17, 2021. The offer period is scheduled to close on June 24, 2021 (unless extended). Transaction will be financially compelling with material earnings per security accretion of 4% for Centuria and 19% for Primewest on a pro forma FY21 basis. Moelis Australia Advisory Pty Ltd acted as financial advisor and Hamilton Locke acted as legal advisor to Primewest. Morgan Stanley Australia Limited acted as financial advisor and Mark Crean and Hemang Shah of Jones Day (Australia) as legal advisor to Centuria. Tapan Parekh of Deloitte Corporate Finance Pty Limited as the independent expert to Primewest. PricewaterhouseCoopers LLP acted as accountant to Primewest. Boardroom Pty Limited acted as registrar to Centuria.

Centuria Capital Group (ASX:CNI) completed the acquisition of Primewest Group Limited from John Bond, David Schwartz, Jim Litison and others on June 17, 2021. As of June 17, 2021, Centuria Capital Group has gained interest of more than 90% in Primewest Group Limited and is proceeding with the compulsory acquisition of the remaining shares which is likely to take place in approximately 4-6 weeks. The compulsory acquisition will be on the same terms as Centuria Capital Group offer.