Hellaby : Appoints Independent Adviser and Recommends Shareholders Do Not Sell

Hellaby Appoints Independent Adviser and Recommends Shareholders Do Not Sell

News Release:3 October 2016

• The Hellaby board has appointed Grant Samuel as the independent adviser to provide its views to the board and shareholders on Bapcor's proposed takeover offer
• The preliminary view of Hellaby's independent directors is that the Bapcor offer undervalues the company
• Hellaby's independent directors recommend that shareholders do not sell their shares or enter into any commitment to accept the proposed offer, pending further communication from Hellaby

Hellaby Holdings Limited (NZX:HBY) advises that it has appointed Grant Samuel to prepare the independent report required under the Takeovers Code, on the merits of the proposed full takeover offer by Bapcor Finance Pty Limited (Bapcor).

In addition, the Hellaby board has appointed specialist legal advisory firm, Harmos Horton Lusk, and investment bankers, Forsyth Barr, to assist the board in evaluating and responding to the proposed offer.

The preliminary view of the independent Hellaby directors is that the offer from Bapcor is opportunistic and does not represent fair value for Hellaby. The directors recommend that shareholders do not sell their shares or enter into any commitment to accept the proposed offer, pending further communication from Hellaby.

Chairman Steve Smith said: 'Hellaby has a clear focus on growth and improving financial performance. We have recently embarked on a new strategy, under CEO Alan Clarke, with a targeted focus on two core business groups - Automotive and Resources Services. These are both highly respected market leaders operating in multi-billion dollar markets and we believe they both offer significant long term opportunities and value for the company.

'Growth strategies have been developed for each business group, focused on both organic and acquisition growth. While some of these are at a relatively early stage, the board considers that the strategies are likely to create significant value for Hellaby over coming years.'

Experienced leadership teams are in place at both businesses, including the recent appointment of Ivor Ferguson, who has many years of leadership experience in the oil & gas industry, as CEO for the Resource Services Group. As announced recently, Hellaby has also appointed retail experts to oversee the restructure of its non-core Footwear Group, which will then be divested at an appropriate time.

The Hellaby board has established a committee of independent directors to consider the proposed offer and to oversee Hellaby's response obligations under the Takeovers Code. The committee excludes non-independent directors, James Sclater and Alan Clarke (who is managing director).

The Hellaby board advises shareholders to take no action and wait until they receive a copy of the Target Company Statement before deciding to accept or reject the offer.

For further information please contact

Alan Clarke
Managing Director & Chief Executive Officer
T[phone]
M[phone]
[e-mail]

Steve Smith
Chairman
M[phone]