Here's the full announcement below.
How peculiar is part (b) of the proposition- basically says " don't disclose it to the market yet or else we may not be interested in pursuing the transaction". Is this a joke or what? Does that mean that they parties are not interested now that the announcement has been made?
At least there hasn't been any suspicious trading before this announcement. Makes you wonder if there is any genuine interest here. Oh well, just another attempted instance to keep us poor small fish in the dark. Well done by ENE to announce this - I think - or is it in their best interest to do so? mmmmmmm
Nickd
ENERGY DEVELOPMENTS LIMITED 2002-12-23 ASX-SIGNAL-G
HOMEX - Brisbane
+++++++++++++++++++++++++
Energy Developments Limited ("ENE") has received a proposition dated
20 December 2002 from ABN AMRO Capital Investment Australia Pty
Limited (AACIA) which follows a confidential meeting held on 13
December requested by a representative of AACIA and Mr Walter Pahor
("the Parties").
In the letter the Parties outline a proposition which they may make
to acquire all the shares in ENE with a view to delisting ENE and
thus making it a private company.
While the Parties state that it is their view that the proposition
does not need to be publicly disclosed at this time, the company
considers that the matter is sufficiently material to require
disclosure to all shareholders under continuous disclosure
obligations, and cannot be properly considered without such
disclosure.
Following this release, the company intends to discuss the
proposition with major shareholders and advisors, following which it
will give a considered response to the proposition.
Given its highly conditional nature, directors are not supportive of
the proposition at this time.
In their letter, the Parties state that "based on publicly available
information, the Parties currently believe that they will be able to
offer a substantial premium to the current share price". They further
state that they "currently believe that they would be able to offer
to ENE shareholders a price greater than $3.00 per share, which
implies a minimum 36% premium to yesterday's closing price of $2.20".
They note the need to offer a price which is "sufficiently attractive
so as to achieve the acceptance of the overwhelming majority of the
Companys shareholders".
Given the steps proposed by the Parties, as set forth below, it is
possible that no offer at such a price level wouldbe forthcoming.
The Parties have advised their proposition would involve four steps:
(a) A confidentiality arrangement, including a standstill regime.
(b) A common view on the timing of disclosure matters. The Parties
state that they "feel that prematurely disclosing any aspect of the
Transaction to the market would not be in the best interests of ENE's
shareholders as it would likely jeopardise our interest in pursuing
the Transaction". As previously noted the Board considers it is not
possible to accede to this position.
(c) A Stage 1 of Due Diligence of approximately one month, leading to
a firm proposal in relation to price and the process for implementing
the transaction. The Parties state that that it "would involve as a
minimum the review of key business information such as budgets and
business plans, key revenue contracts, assessment of landfill reserve
life and the like", as well as the SWERF process and Whytes Gully
pilot plant.
(d) A Stage 2 of Due Diligence over a further two months in which,
assuming ENE board agreement, the Parties "would, on an exclusive
basis, undertake more detailed, confirmatory due diligence to enable
the proposal to be finalised, documented and executed". They state
"the outcome of satisfactory Stage 2 Due Diligence would be a formal
announcement of an agreed offer for ENE which would be recommended by
the ENE board".
In its brief review to date, the Board has, as stated above, noted
the highly conditional nature of the proposition. The structure of
any proposal is not defined, although to achieve the stated objective
would obviously require, as noted by the Parties, a means of
achieving the overwhelming majority support of ENE shareholders.
The due diligence process requested by the Parties would require
extensive access to key confidential data on ENE's businesses and
financial information. The Board notes this would result in the
release ofcommercially sensitive and valuable data which could be
damaging to the company's ongoing business interests.
Given these elements of the proposition, the Board thus considers
that the matter is most appropriately handled by full disclosure.
For additional information contact:
Mr Chris Laurie, MANAGING DIRECTOR on +61 7 3275 5650
or
Mr Greg Pritchard, FINANCE DIRECTOR on +61 7 3275 5650
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