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- Release Date: 17/09/13 13:11
- Summary: TAKEOVER: ABA: Arrangements Among Archer and Associates Disclosed
- Price Sensitive: No
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ABA
17/09/2013 11:11
TAKEOVER
REL: 1111 HRS Abano Healthcare Group Limited
TAKEOVER: ABA: Arrangements Among Archer and Associates Disclosed
Following Abano Healthcare Group Limited (NZX:ABA) yesterday advising the
market of the relationship between Archer Capital, Peter Hutson and his
interests and Mr James Reeves, Abano notes the disclosure today by Archer
Capital and its associates (interests associated with Abano director Mr Peter
Hutson and shareholder James Reeves) ("the Archer/Hutson group").
The agreement which was released to the market today provides for
arrangements under which (amongst other things):
- For no apparent consideration, Hutson and Reeves shareholding entities,
which together hold just under 19.99% of the shares in Abano, agree
"standstill" arrangements in respect of their shares for a period of up to 5
months. Abano expects that these arrangements were entered into with a view
to giving Archer that period of time to attempt to conclude an arrangement
for the purchase of up to 100% of Abano.
- Archer makes no commitment to make a takeover offer or promote a scheme of
arrangement. Hutson and Reeves interests commit not to sell their shares or
encourage or respond to any other opportunity to do so. They also agree to
advise Archer should they (or any of their representatives - a term which
explicitly includes Mr Hutson personally) receive any other approaches or
alternative proposals for a transaction that would result in another person
acquiring majority ownership of Abano or all or a substantial part of Abano's
business and assets or that may otherwise be prejudicial to the Archer/Hutson
group "proposal".
- The arrangements require Mr Hutson's shareholding entity to procure that
its representatives (which, as noted above, include Mr Hutson) adhere to the
standstill arrangements and keep Archer informed of matters which might be
prejudicial to the Archer/Hutson group's proposal.
- To the extent of any conflict, the arrangements purport to allow Mr
Hutson's fiduciary obligations as a director of Abano to prevail over any
conflicting obligations of Mr Hutson's associated shareholding entity under
the arrangements.
The arrangements as to the membership of the Archer/Hutson group and their
association at the sub 20% level are not "new news" and the additional
disclosures provide no indication of the nature of or timetable for any
further action, if any, on the part of the Archer/Hutson group.
For Abano, it remains "business as usual". However, the Board is seeking
advice on, and is concerned as to the practical implications of the
arrangements on both Mr Hutson's ability to effectively discharge his duties
as a director of Abano given his various conflicts of interest and the
Board's confidence that he can realistically achieve these requirements.
Trevor Janes
Chairman
ENDS
End CA:00241208 For:ABA Type:TAKEOVER Time:2013-09-17 11:11:42
