360 Capital Group Limited (ASX:TGP) made a proposal to acquire remaining 80.5% stake in Evans Dixon Limited (ASX:ED1) for approximately AUD 130 million on October 27, 2020. 360 Capital Group will pay AUD 0.4 per share in Evans Dixon Limited and one share of 360 Capital Group for every four shares of Evans Dixon Limited or part thereof, less any dividends declared or paid after October 27, 2020. On December 11, 2020, 360 Capital Group Limited made a revised offer to acquire remaining 79.67% stake in E&P Financial Group Limited for approximately AUD 120 million. Under the terms of the offer, 360 Capital Group Limited will pay AUD 0.3 per share and will issue two 360 Capital Group's stapled securities for every five E&P Financial's shares. If E&P shareholders accepts the offer before March 22, 2021, they will receive AUD 0.3 cash plus AUD 0.004 per E&P share in TGP distributions plus 0.4 TGP Securities per E&P Share. 360 Capital has cash available and the ability to issue its securities to finance the acquisition. 360 Capital retains its discretion to obtain finance from alternative sources to fund the cash component of the offer price. As of November 10, 2020, the directors of Evans Dixon Limited received notice that 360 Capital Group Limited has withdrawn its nomination of Tony Pitt for election as a director of Evans Dixon Limited.

The transaction is subject to no material adverse change, change of control consent, receipt of required regulatory approvals, withdrawal of Resolution 6 by Evans Dixon Limited, under which Evans Dixon Limited proposes to grant share rights to employees under the Evans Dixon Limited options/rights plan and other closing conditions. The offer is not subject to a minimum number of acceptances and any financing condition. As of December 11, 2020, E&P's directors urged the shareholders of E&P to take no action until E&P's directors have issued their recommendations regarding the new offer and E&P's shareholders are in receipt of both 360 Capital's bidder's statement and E&P's target's statement. 360 Capital is targeting to lodge its bidder's statement in respect of the New Offer with ASIC on December 23, 2020. As on February 19, 2021, the Board of E&P Financial Group Limited unanimously recommending that E&P Financial Group Limited shareholders to reject the offer. As per Board of E&P Financial Group Limited offer is essentially illusory, offer consideration is fundamentally unattractive and the 360 Capital offer materially undervalues E&P Financial Group Limited given E&P Financial Group Limited medium- to long-term prospects. Shareholders who hold or control approximately 41.40% of E&P Financial Group Limited Shares, including E&P Financial Group Limited Directors, have already informed the Board that they intend to reject 360 Capital's unsolicited offer on its current terms. As of February 24, 2021, Offer has been declared unconditional. The new offer will remain open for at least one calendar month from when it opens. As of February 4, 2021, the offer will close on March 3, 2021. As of February 4, 2021, the offer period has been extended by a further 28 days with the revised closing date being March 31, 2021.

Clayton Utz acted as legal advisor and Aitken Murray Capital Partners Pty. Ltd. and Cambridge Investment Partners acted as financial advisors to 360 Capital Group Limited. Flagstaff Partners Pty Ltd acted as financial advisor and Minter Ellison acted as legal advisor to E&P Financial Group Limited. Boardroom Pty Limited acted as registrar for 360 Capital Group Limited.

360 Capital Group Limited (ASX:TGP) completed the acquisition of 0.67% stake in Evans Dixon Limited (ASX:ED1) for AUD 1.1 million on March 31, 2021. Following the completion of the offer, 360 Capital Group holds a 20.22% stake in Evans Dixon.