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- Release Date: 18/09/13 10:30
- Summary: TAKEOVER: FIN: Finzsoft Solutions Limited (NZX: FIN) - Takeover Notice
- Price Sensitive: No
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FIN
18/09/2013 08:30
TAKEOVER
REL: 0830 HRS Finzsoft Solutions Limited
TAKEOVER: FIN: Finzsoft Solutions Limited (NZX: FIN) - Takeover Notice
Finzsoft Solutions Limited (NZX: FIN) - Takeover Notice
The Company advises that it has received a notice of intention to make a full
offer under the Takeovers Code to purchase all of the equity securities of
the company (Takeover Notice) from Holliday Group Holdings (ICT Investments)
Limited (Holliday Group).
The Takeover Notice attaches a copy of the form of offer document proposed to
be sent to all shareholders of the company (Offer Document). If the proposed
offer proceeds, Holliday Group intends to offer to purchase all of the
ordinary shares (Shares) and all of the unlisted options issued to certain
employees of the company (Options). The Offer Document indicates that
Holliday Group intends to offer a total consideration of $0.4546 in cash for
each Share, and between $0.0746 and $0.2546 in cash for each Option.
The offer will be subject to one condition, that Holliday Group receives
acceptances from holders of equity securities which will confer 51% or more
of the voting rights in the company to Holliday Group. On 6 September 2013,
the company announced that it had received a substantial security holder
notice from Holliday Group relating to a lock-up agreement between (among
others) Holliday Group and ICT Investments (FS) Limited (ICT Investments) in
relation to ICT Investments Limited's 63.61% shareholding in the company.
Under the lock-up agreement, ICT Investments has agreed to accept Holliday
Group's offer in respect of all of its 63.61% 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. Holliday Group 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 Options and the Shares, 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 Holliday Group decides to proceed with the offer, it will send the
finalised Offer Document to shareholders within the next 30 days.
The independent directors of the Company advise shareholders to await the
arrival of the Independent Advisor's Report and the Target Company Statement
before responding to Holliday Group's offer.
Yours faithfully,
Paul Cook
Independent non-executive director
End CA:00241235 For:FIN Type:TAKEOVER Time:2013-09-18 08:30:04
