FIN
28/01/2015 15:35
TAKEOVER
NOT PRICE SENSITIVE
REL: 1535 HRS Finzsoft Solutions Limited
TAKEOVER: FIN: Finzsoft Receives Notice of Takeover from Silverlake HGH
Wednesday 28 January 2015
NZX Announcements
Finzsoft Receives Notice of Takeover from Silverlake HGH Limited
28 January 2015, Auckland - The Board of Finzsoft Solutions Limited
(Finzsoft) (NZX:FIN) has today received a notice of intention to make a full
offer under the New Zealand Takeovers Code to purchase all of the equity
securities of Finzsoft from Silverlake HGH Limited (Silverlake HGH).
As signalled to the market on 18 December 2014, the Finzsoft Board was
advised that Andrew Holliday, who is both the Managing Director of Finzsoft
and associated with Holliday Group Holdings (ICT Investments) Limited
(Holliday Group), the majority shareholder of Finzsoft, had formed a company,
Silverlake HGH with Silverlake Axis Limited (SAL), a provider of digital
economy solutions, and that Silverlake HGH intended making an offer to all
Finzsoft shareholders at a price of NZ$3.00 per share.
At that time, Silverlake HGH also advised Finzsoft that it had entered into a
lock-up agreement with Holliday Group (Lockup Agreement), under which
Holliday Group had agreed to accept Silverlake HGH's offer of NZ$3.00 per
share in relation to all of its approximately 65.916% shareholding in
Finzsoft.
The takeover notice attaches a copy of the form of offer document proposed to
be sent to all Finzsoft shareholders. If the proposed offer proceeds,
Silverlake HGH intends to offer to purchase all of the ordinary shares
(Shares) and certain entitlements of the vendors of Sush Global Solutions
Limited to the company (Sush Entitlements). The offer document indicates
that Silverlake HGH intends to offer a total consideration of $3.00 in cash
for each Share, and a total of $409,000 in cash for the Sush Entitlements.
The offer will be conditional upon Silverlake HGH receiving acceptances from
holders of equity securities which will confer 65% or more of the voting
rights in Finzsoft. Under the Lockup Agreement, Holliday Group has agreed to
accept Silverlake HGH's offer in respect of all of its approximately 65.916%
shareholding in the company shortly after the formal takeover offer has been
made.
A copy of the takeover notice has been provided to NZX and to the Takeovers
Panel. The company has engaged KordaMentha to prepare an Independent
Advisor's Report on the merits of the offer for the purpose of Rule 21 of the
Takeovers Code. Silverlake HGH will also obtain a report from an independent
advisor relating to the fairness and reasonableness of the consideration and
terms of its proposed offer as between the Shares and the Sush Entitlements,
as required by Rule 22 of the Takeovers Code.
The company is preparing a Target Company Statement in anticipation of the
offer being made. This will be provided to shareholders together with a copy
of the Independent Advisors' Reports referred to above.
If Silverlake HGH decides to proceed with the offer, it will send the
finalised Offer Document to shareholders within the next 30 days.
The independent directors of Finzsoft advise shareholders to await the
arrival of the Independent Advisor's Reports and the Target Company Statement
before responding to Silverlake HGH's offer.
For more information please contact:
Brent Impey
Chairman
Finzsoft Solutions Ltd
Mobile: 021 925 302
Email: [email protected]
End CA:00260097 For:FIN Type:TAKEOVER Time:2015-01-28 15:35:16