Samuel Terry Absolute Return Fund, a fund sponsored by Samuel Terry Asset Management Pty Ltd made an unconditional offer to acquire all the remaining shares of Kangaroo Island Plantation Timbers Limited (ASX:KPT) from Paradice Investment Management Pty Ltd., Washington H. Soul Pattinson and Company Limited (ASX:SOL), Brickworks Limited (ASX:BKW), John Sergeant, Paul McKenzie and some of its shareholders for AUD 46 million on May 3, 2021. The offer price was AUD 1.05 per share and will not be increased. As a part of the transaction, performance rights of 2.26 million will be acquired for AUD 2.37 million. The transaction will be fully financed using internal resources of AUD 100 million. Samuel Terry Asset Management Pty Ltd would continue to hold a relevant interest in those KPT Shares and the ultimate beneficial ownership of those KPT Shares will remain unchanged as the units in the Samuel Terry Absolute Return Fund and the Samuel Terry Absolute Return Active Fund are stapled.

The offer is not subject to minimum tender or any financing conditions. The bidder acquires a relevant Interest in at least 90% of the KPT Shares on issue. The offer is unconditional. On May 17, 2021, the transaction was unanimously rejected by the Board of Directors of Kangaroo Island Plantation Timbers Limited since the offer undervalues KPT, opportunistic timing and no premium for control. The Board of Directors of Kangaroo Island Plantation Timbers Limited recommended to take no action. The offer is expected to be completed by June 18, 2021. The capital proceeds from the CGT event arising from the disposal of KPT Shares by accepting the Offer will consist of the money received, or entitled to be received, by a KPT Shareholder. Accordingly, the capital proceeds should include the Offer Price, a KPT Shareholder receives by accepting the Offer. As on June 9, 2021, the Company received a second offer from KI Phoenix Pty Ltd (KI Phoenix) for all of its land assets, comprising cash consideration of $27.5 million, as well as the right for the Company to harvest and sell any pine timber on the relevant land. The Company has considered the offer and has notified KI Phoenix that the offer is rejected. Third Party Platform Pty appointed as the broker for Samuel Terry Asset Management. Aitken Murray Capital Partners Pty Ltd as the financial adviser and Allens as the legal adviser for Samuel Terry Asset Management Pty Ltd. Piper Alderman acted as the legal advisor for Kangaroo Island Plantation Timbers Limited.