FIN 0.00% $1.13 finzsoft solutions limited

Ann: TAKEOVER: FIN: Finzsoft Receives Notice of Takeover from...

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    • Release Date: 28/01/15 15:35
    • Summary: TAKEOVER: FIN: Finzsoft Receives Notice of Takeover from Silverlake HGH
    • Price Sensitive: No
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    					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
    				
 
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