Just in:Bidder's statement from...

Just in:

Bidder's statement from GHL

http://www.asx.com.au/asxpdf/20131107/pdf/42kq4nhwhnnk29.pdf

Page 5-6:

Dear EPY Shareholder
GHL, a company listed on Bursa Securities, is pleased to provide to you its Offer to acquire all Your EPY Shares.
Under the terms of the Offer, you will receive cash of AUD0.40 (Cash Consideration) for every EPY Share you own.
As an alternative to the Cash Consideration, you may elect to receive 2.75 GHL Shares (Scrip Consideration) for
every EPY Share you own.
The Cash Consideration values EPY at approximately AUD22.8 million based on the total issued 56,930,320
EPY Shares as at the date of this Bidder’s Statement.
The Cash Consideration of AUD0.40 per EPY Share was arrived at after taking into consideration, amongst
others, the following:
(a) the range of traded market prices of EPY Shares of AUD0.315 to AUD0.38 for the past one month up to
2 October 2013, being the latest practicable date prior to the finalisation of the Offer proposal; and
(b) the earnings potential of EPY.
The Cash Consideration represents a premium of AUD0.025 or 6.67% to the closing price of EPY Shares of
AUD0.375 on 2 October 2013 (being the latest practicable date prior to the finalisation of the Offer proposal).
Based on the share price of GHL Shares as at the date of this Bidder’s Statement, you should carefully consider
whether you should accept Scrip Consideration instead of Cash Consideration given that the Scrip Consideration
represents a value which currently exceeds the Cash Consideration. However, the price of GHL Shares does vary
from time to time and accepting the Scrip Consideration involves a higher level of risk.
The major beneficial shareholder of EPY, Tobikiri Capital Limited (a company controlled by Mr Simon Loh Wee Hian,
a director of GHL) (TCL) has entered into an agreement with GHL under which TCL has agreed to accept the Offer in
respect of 11,386,063 of the EPY Shares owned or controlled by it, subject to the terms of such agreement. This
represents 19.99% of the total issued shares of EPY. TCL has agreed to accept the Scrip Consideration in respect of
these EPY Shares.
TCL has also informed GHL that, assuming that it considers that no superior proposal has been received, its
intention is to accept the Offer for the remainder of the issued ordinary shares in EPY owned or controlled by it.
These further shares consist of 23,684,541 EPY Shares (representing 41.61% of the total EPY Shares on issue)
(Remainder Shares). TCL has stated that if it accepts the Offer in respect of the Remainder Shares, it will elect to
receive the Scrip Consideration in respect of all such shares.
GHL has entered into a share subscription agreement (SSA) with Cycas for the proposed issuance and allotment
of new GHL shares (New Issue Shares) to be satisfied in cash for purposes of part financing the Offer (Proposed
Share Issuance). Pursuant to the SSA, the issuance of the New Issue Shares to Cycas shall represent 20% of the
enlarged share capital of GHL i.e. upon completion of the Offer (including the issue of Scrip Consideration to EPY
Shareholders whom accepted the Scrip Consideration under the Offer or as part of the compulsory acquisition
process) and the Proposed Share Issuance.
GHL and EPY have one director in common (Mr Simon Loh). EPY announced to ASX on 7 October 2013 that it
had appointed an independent board committee to evaluate to the Offer and appoint an independent expert to
provide an opinion on the Offer.
It is GHL’s intention that, if it meets the required thresholds under Part 6A.2 of the Corporations Act, GHL will
proceed to compulsory acquisition of the remaining EPY Shares. Alternatively, if GHL acquires majority control of
EPY but is not entitled to proceed to compulsory acquisition, GHL may procure that EPY conducts a program of
acquiring unmarketable parcels held by EPY Shareholders and will seek to delist EPY if it is entitled to do so.