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- Release Date: 14/02/12 19:18
- Summary: GENERAL: PGC: Announcement on Equity Partners Infrastructure Management
- Price Sensitive: No
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PGC
14/02/2012 17:18
GENERAL
REL: 1718 HRS Pyne Gould Corporation Limited
GENERAL: PGC: Announcement on Equity Partners Infrastructure Management
As previously announced, Equity Partners Infrastructure Management Limited
("EPIM"), a wholly owned subsidiary of Pyne Gould Corporation Limited
("PGC"), is party to a management agreement ("Agreement") with Equity
Partners Infrastructure Company No. 1 Limited ("EPIC"), and that Agreement
provides that EPIC may terminate the Agreement if there is any change in the
direct or indirect ownership or control of EPIM or its holding company
("Change of Control") without the prior written consent of EPIC.
EPIM sought the consent of EPIC to any Change of Control occurring as a
result of the takeover offer of Australasian Equity Partners Fund No.1 LP
("AEP"). The independent directors of EPIC advised that they did not give
that consent. PGC understands that EPIC took this step as a result of advice
to EPIC that a Change of Control of EPIM would trigger pre-emptive rights in
the shareholders' agreement for its Moto investment. EPIC also gave notice
that the Agreement would be terminated immediately prior to any Change of
Control occurring.
PGC has since worked closely with EPIC and AEP on this matter, and is pleased
to report that a satisfactory outcome has been reached.
The Agreement terminated at 5pm yesterday afternoon, with EPIC being required
to make termination payments to EPIM totalling $5,552,507.
In addition, termination of the Management Agreement results in a performance
fee of $3,297,952 becoming payable by EPIC to EPIM.
The termination payments and performance fee will be satisfied by EPIC
issuing ordinary shares or ordinary shares and cash.
EPIM will continue (at no cost to EPIC) to provide management services for 12
months. EPIM will also pay, or reimburse EPIC for, its legal fees with
respect to this matter.
AEP has waived all applicable conditions in its takeover offer with respect
to the above matter.
For more information, please contact:
Bryan Mogridge
End CA:00219517 For:PGC Type:GENERAL Time:2012-02-14 17:18:01
