- Release Date: 27/11/15 08:31
- Summary: TAKEOVER: PLE: NZAX - PLE - Independent Committee Releases Recommendations
- Price Sensitive: No
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PLE 27/11/2015 08:31 TAKEOVER PRICE SENSITIVE REL: 0831 HRS Pulse Energy Limited TAKEOVER: PLE: NZAX - PLE - Independent Committee Releases Recommendations INDEPENDENT COMMITTEE RELEASES RECOMMENDATIONS IN RESPECT OF FULL TAKEOVER OFFER FROM BULLER ELECTRICITY LIMITED Buller Electricity Limited has made a full takeover offer to acquire all of the shares in Pulse Energy Limited (NZAX: PLE) not already held by Buller, all of the mandatory convertible notes issued by Pulse and all of the options to subscribe for ordinary shares in Pulse. The Board of Pulse formed an Independent Committee of Directors to consider and respond to Buller's offer. The Independent Committee appointed Campbell MacPherson Limited as Independent Adviser to prepare an Independent Adviser's Report on the merits of the offer. Offer timing The offer will be open for acceptances until 11.59 pm on 16 December 2015, unless the offer is extended in accordance with the Takeovers Code. Pulse will send its Target Company Statement and the Campbell MacPherson report to Pulse shareholders, MCN holders and option holders on 30 November 2015. Those documents will also be released to NZX at the same time as this announcement. Offer price Buller is offering to purchase Pulse shares for 11 cents per share, Pulse MCNs for $1.10 per note and Pulse options for 5 cents per option. Buller currently holds or controls 55.9% of the shares in Pulse, but no MCNs or options. In comparison to the offer prices, Campbell MacPherson assesses the value of Pulse shares in the range of 9.2 cents to 11.3 cents per share and assesses the (before tax) value of Pulse's MCNs in the range of $1.11 to $1.115 per MCN. Campbell MacPherson's maximum assessed value for Pulse options is 2.8 cents per option. Accrued interest on Pulse MCNs Under the terms of the offer, Buller will pay to Pulse MCN holders who accept the offer (or whose Pulse MCNs automatically convert into Pulse shares) the interest that accrues on the Pulse MCNs up to the date on which Buller pays for Pulse MCNs acquired under the offer. As noted above, the offer has a closing date of 16 December 2015 (unless extended). Assuming Buller makes payment for the Pulse MCNs on 22 December 2015, the accrued interest will be approximately 1.4 cents per Pulse MCN before tax, and can be expected to be paid by the end of January 2016 if the offer is not extended and the offer, together with any compulsory acquisition, results in Buller becoming the owner of 100% of Pulse. If the offer/payment date was extended, accrued interest will increase as interest accrues on the MCNs on a daily basis. If the offer does not result in Buller becoming the owner of 100% of Pulse (i.e. if Buller waives the condition requiring acceptances to take its shareholding to 90%), the accrued interest should be paid to accepting Pulse MCN holder shortly after the next six monthly interest payment which is due to be paid on 2 May 2016. The Offer price for the Pulse MCNs, when added to an accrued interest payment of 1.4 cents per Pulse MCN, amounts to $1.114 cents per Pulse MCN (before tax). This amount is within, but close to the bottom of, Campbell MacPherson's assessed (before tax) value range. Certain tax matters in respect of the offer for the Pulse MCNs and payment of accrued interest are discussed in the Independent Committee letter that forms part of the Target Company Statement. MCN holders should take their own tax advice on those matters. Independent Committee recommendations The Independent Committee's recommendations are not unanimous, as the recommendation given by Trevor Janes, James Hoseason and Peter Young differs from Joseph van Wijk's recommendation. Unless someone else makes a competing takeover at a higher price, Trevor Janes, James Hoseason and Peter Young recommend that: If you only hold Pulse shares, you should accept the offer for your shares. If you hold Pulse options, you should accept the offer for your options. If you only hold Pulse MCNs or hold Pulse MCNs and Pulse shares, Trevor Janes, James Hoseason and Peter Young do not provide a recommendation at this stage. Their reasons for this, and their comments on the merits of the offer for Pulse MCNs are set out in the Independent Committee letter that forms part of Pulse's Target Company Statement. Unless someone else makes a competing takeover at a higher price, Joseph van Wijk recommends that Pulse shareholders, Pulse option holders and Pulse MCN holders should accept the Offer. In forming its recommendations, the Independent Committee had regard to a range of factors, including the merits analysis set out in the Campbell MacPherson report. Ultimately, it is each Pulse security holder's decision whether or not to accept the offer. Shareholders, MCN holders and option holders should wait to receive, then carefully read, the Target Company Statement and the Campbell MacPherson report before making that decision. In addition, shareholders, MCN holders and option holders should consider their individual circumstances, views on value and the merits of the offer, and investment time horizon. They are encouraged to consider taking their own separate professional advice (e.g. from a lawyer or financial adviser) tailored to their circumstances. Intentions of Directors and Senior Officers in respect of the offer Frank Dooley (Director), Joseph van Wijk (Director), Gary Holden (Pulse's CEO) and Neil Williams (Pulse's GM Energy Supply and Operations) and/or their associated interests intend to accept the offer for the Pulse securities that they hold or control. Frank Dooley is a director of Buller and accordingly is not a member, and has not participated in the deliberations, of the Independent Committee. Directors Trevor Janes, James Hoseason and Peter Young and/or their associated interests do not intend to accept the offer for the Pulse securities that they hold or control. These statements of intention reflect the present intentions of Pulse's Directors and Senior Officers. However, the Directors and Senior Officers reserve their right to change their intentions - including if there was a change in circumstances or if someone makes a higher value competing takeover offer. If Directors or Senior Officers change their intentions, they will update NZX accordingly. -ENDS- Trevor Janes Deputy Chairman of the Board and Chairman of the Independent Committee Pulse Energy Limited Peter Young Director and Member of the Independent Committee Pulse Energy Limited James Hoseason Director and Member of the Independent Committee Pulse Energy Limited Joseph Van Wijk Director and Member of the Independent Committee Pulse Energy Limited End CA:00274185 For:PLE Type:TAKEOVER Time:2015-11-27 08:31:28
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