Samuel Terry Absolute Return Active Fund, managed by Samuel Terry Asset Management Pty Ltd made an offer to acquire remaining 80.1% stake in Eildon Capital Fund from CVC Limited, First Samuel Limited, Chemical Overseas Ltd and others for AUD 35.2 million.
April 23, 2023
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Samuel Terry Absolute Return Active Fund, managed by Samuel Terry Asset Management Pty Ltd made an offer to acquire remaining 80.1% stake in Eildon Capital Fund (ASX:EDC) from CVC Limited (ASX:CVC), First Samuel Limited, Chemical Overseas Ltd and others for AUD 35.2 million on April 24, 2023. As reported, Samuel Terry announced an off-market takeover offer of AUD 0.93 cash per stapled security (offer price) to acquire all of the stapled securities in Eildon Capital Fund. Terry will finance the acquisition from its own funds. If the threshold has been achieved, Samuel Terry will go for compulsory share acquisition. The boards of Eildon Capital Limited and Eildon Funds Management Limited as responsible entity for Eildon Capital Trust have resolved to form an independent board committee, comprising Michelle Phillips and Matthew Reid, to consider the takeover offer on behalf of EDC securityholders. As of April 24, 2023, EDC Board has unanimously recommended its shareholders to take no action. As of April 26, 2023, EDC's Independent Board Committee intends to recommend that securityholders reject the takeover offer. As of May 22, 2023, EDC's Independent Board Committee believes that the offer significantly undervalues Eildon Securities and unanimously recommends that EDC securityholders reject the takeover offer.
The offer will open on May 8, 2023 and will close on June 8, 2023. As of June 7, 2023, based on offer acceptances received, Samuel Terry's voting power in EDC increased to more than 50%, with Samuel Terry holding a relevant interest of 53.44% in EDC. As a result, the offer is automatically varied by extending the period during which the offer will remain open for acceptance until June 21, 2023. Aitken Murray Capital Partners Pty. Ltd acted as a financial advisor, Allens acted as a legal advisor and, Boardroom Pty Limited acted as a Registrar to the offeror. Grant Thornton Corporate Finance Pty Ltd, will provide the fairness opinion to EDC Independent Board Committee while Jones Day acted as a legal advisor to EDC.
Eildon Capital Limited is an Australia-based real estate investment and funds management company. The Companyâs investment activities cover both credit and equity in real estate. Its segments include Direct Property Investment, Property Backed Lending and Funds Management. The Direct Property Investment segment involves direct exposure, including ordinary equity, preference equity, options to acquire an interest in direct property subject to planning outcomes. The Property Backed Lending segment comprises loans backed by underlying property assets. The Funds Management segment activities relate to management of property investments, debt and unlisted funds. It has investments diversified across Queensland, Victoria and New South Wales. Its investment portfolio includes Harpley Town Centre, Caboolture Junction, Elara Village Shopping Centre, Marsden Park, NSW, and others.
Samuel Terry Absolute Return Active Fund, managed by Samuel Terry Asset Management Pty Ltd made an offer to acquire remaining 80.1% stake in Eildon Capital Fund from CVC Limited, First Samuel Limited, Chemical Overseas Ltd and others for AUD 35.2 million.
EILDON CAPITAL FUND 
