Host-Plus Pty. Limited and Charter Hall Long WALE REIT completed the acquisition of ALE Property Group from Caledonia Investments Pty Limited and others.
December 07, 2021
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A consortium of Host-Plus Pty. Limited and Charter Hall Long WALE REIT (ASX:CLW) made a non-binding proposal to acquire ALE Property Group (ASX:LEP) from Caledonia (Private) Investments Pty Limited and others in July 2021. A consortium of Host-Plus Pty. Limited and Charter Hall Long WALE REIT entered into a scheme implementation deed to acquire ALE Property Group from Caledonia (Private) Investments Pty Limited and others for AUD 2.4 billion on September 20, 2021. The Proposal is to be implemented by way of a company scheme of arrangement and a trust scheme. Subject to the Proposal being implemented, ALE securityholders will receive 0.4080 CLW securities and cash of AUD 3.673 (of which CLW will fund AUD 0.833 per LEP security) for each ALE security and the ALE September quarter distribution of AUD 0.055 per ALE security (Mixed Consideration). Whilst the Mixed Consideration will be the default, the Proposal also provides ALE securityholders with the option to mix and match' the consideration offered and elect to receive one of the following alternatives (in addition to the AUD 0.055), (i) 1.1546 CLW securities as total consideration, or (ii) AUD 5.681 cash per ALE security as total consideration. A majority of ALE debt is expected to be refinanced as part of the transaction. Post transaction, Host-Plus and CLW, each will hold 50% stake in ALE. A break fee of AUD 11 million will be payable by ALE to the Consortium in certain circumstances and a reverse break fee of AUD 11 million will be payable by the Charter Hall Consortium to ALE in certain circumstances.
The implementation of the Schemes is subject to ALE securityholders approving (75% of votes cast and 50% of Securityholders voting) the Schemes by the requisite majorities at the Scheme Meetings expected to be held in December 2021. The implementation of the Schemes is also subject to other conditions customary for a transaction of this nature, including, necessary ASIC and ASX approvals and exemptions being obtained; no prescribed occurrence, regulatory actions or restraints preventing the Proposal; the Independent Expert concluding that the Schemes are in the best interests of ALE securityholders; and the Supreme Court of New South Wales approval. The Schemes are not subject to any due diligence, financing or material adverse change conditions. The Directors of ALE unanimously recommend that ALE securityholders vote in favour of the Schemes, in the absence of a superior proposal and subject to the Independent Expert concluding that the Schemes are in the best interests of ALE securityholders. Subject to those same qualifications, each ALE Director intends to vote all the securities held or controlled by them in favour of the Schemes. Caledonia currently holds a voting interest in approximately 33.6% of all ALE securities and intends to vote in favour of the Schemes. First court hearing will be held in early November 2021 and second court hearing to be held in early December 2021. The ALE board established an Independent Board Committee (IBC) comprising all Directors other than the Caledonia nominee Directors to evaluate the Proposal. As of November 26, 2021, As stated in the Scheme Booklet, ALE Securityholders could elect to receive either the Mixed Consideration, Maximum Scrip Consideration or Maximum Cash Consideration for all of their ALE Securities. Any ALE Securityholder who did not make a valid Election or has made an invalid Election will be deemed to have elected to receive the Mixed Consideration. Each Ineligible Foreign Securityholder is deemed to have elected the Mixed Consideration. The time and date by which Elections needed to be provided was November 25, 2021. As Of December 2, 2021, ALE Property Group shareholders approve the deal, ALE will seek the approval of the Supreme Court on December 7, 2021. As of December 7, 2021, the Supreme Court of New South Wales has approved the transaction. Under the Schemes, the Elections will apply to the security holdings of ALE Securityholders on Monday, December 13, 2021. Effective Date of the Schemes is early December 2021. Record date and Implementation date of the Schemes is mid December 2021. The Scheme Record Date will be December 12, 2021 and the Implementation Date will be December 17, 2201.
Duff & Phelps Australia Pty Limited acted as an independent expert to the board of ALE Property Group. Macquarie Group Limited (ASX:MQG) and Fort Street Advisers Pty Limited acted as financial advisors, Kroll acted as independent expert, Vijay Cugati and Chris Blane of Allens acted as legal advisor and Link Market Services Limited acted as registrar to ALE Property Group. Link Market Services Limited acted as registrar to Charter Hall Long WALE REIT. Morgan Stanley Australia Limited and Ord Minnett Limited acted as financial advisors, Jeremy Leibler and Scott Phillips of Arnold Bloch Leibler acted as legal advisors to a consortium of Host-Plus Pty. Limited and Charter Hall Long WALE REIT.
Host-Plus Pty. Limited and Charter Hall Long WALE REIT (ASX:CLW) completed the acquisition of ALE Property Group (ASX:LEP) from Caledonia (Private) Investments Pty Limited and others on December 8, 2021. Scheme became effective as on December 8, 2021. It is expected that trading in ALE securities will be suspended from the close of trading on December 8, 2021. 3,783 ALE shareholders having 68,459,572 shares elected a Mixed Consideration (AUD 3.673 and 0.4080 CLW Securities per ALE Security), 288 ALE shareholders having 11,941,581 shares elected Maximum Scrip Consideration (1.1546 CLW Securities per ALE Security) and 440 ALE shareholders having 120,181,159 shares elected Maximum Cash Consideration (AUD 4.038 and 0.3339 CLW Securities per ALE Security). On December 20, 2021, ALE PROPERTY GROUP has officially removed from the stock exchange listing.
Charter Hall Long WALE REIT is an Australia-based real estate investment trust (REIT). The REIT is engaged in investing in real estate assets that are leased to corporate and government tenants on long term leases. The REIT's objective is to provide investors with stable and secure income and the potential for both income and capital growth through exposure to a diversified property portfolio with a long WALE. The REIT uses its property expertise to access, deploy, manage and invest equity across its core sectors, such as office, industrial and logistics, retail and social infrastructure. It is focused on maintaining and enhancing the existing portfolio through active asset and property management and to grow the portfolio through the acquisition of assets that are predominantly leased to tenants with covenants on long-term leases. The REIT has a property portfolio of approximately 1,548 properties. The REIT is managed by Charter Hall Group, an integrated property company.
Host-Plus Pty. Limited and Charter Hall Long WALE REIT completed the acquisition of ALE Property Group from Caledonia Investments Pty Limited and others.