Powered by MOMENTUM MEDIA
the adviser logo
Lender

SME lender backs $630m takeover bid

by Reporter5 minute read
handshake, deal, partnership, SME lender

A small business financier has encouraged its shareholders to approve a takeover bid worth an estimated $630 million.

Scottish Pacific has announced that it has entered into a binding Scheme Implementation Agreement (SIA) with SME Capital Investments (a subsidiary of private equity firm Affinity Equity Partners) under which it is proposed that the bidder will acquire 100 per cent of the share capital of Scottish Pacific, which it has valued at approximately $630 million.

Under the terms of the scheme, Scottish Pacific’s shareholders will be entitled to receive $4.40 per share in cash, subject to all applicable conditions being satisfied or waived and the scheme being implemented.

The scheme consideration of $4.40 per share represents:

Advertisement
Advertisement
  • 6 per cent premium to SCO’s closing share price of $3.74 on 19 September 2018, being the last closing price prior to entering into trading halt and announcing the SIA;
  • 8 per cent premium to the one‐week volume-weighted average price (VWAP) of $3.55 (up to and including 19 September);
  • 8 per cent premium to the one‐month VWAP of $3.44 (up to and including 19 September);
  • 4 per cent premium to the three‐month VWAP of $3.27 (up to and including 19 September);
  • 5 per cent premium to the 12‐month VWAP of $3.20; and
  • 7 times price to full-year 2018 (FY18) net profit after tax and amortisation (NPTA) on a fully diluted basis.

Scottish Pacific’s directors have recommended that shareholders unanimously vote in favour of the scheme, subject to no superior proposal emerging and the independent expert concluding that the scheme is in the best interests of shareholders.

Scottish Pacific’s chairman, Patrick Elliott, commented: “Affinity Equity Partners’ proposal represents a significant premium to [Scottish Pacific’s] recent share price, and entitles all [Scottish Pacific] shareholders to receive up to 100 per cent of the scheme consideration in cash which provides value certainty for shareholders.

“We believe the proposal is consistent with the board’s efforts to maximise shareholder value.”

The lender has noted that a scheme booklet containing detailed information of the scheme proposal, including an independent expert report, is expected to be issued to Scottish Pacific’s shareholders by early November 2018.

The debtor financier added that shareholders will be given the opportunity to vote on the scheme at a meeting that is expected to be held on 30 November 2018.

Further, subject to shareholder approval and the other conditions of the scheme being satisfied, the lender expects the scheme to be implemented in late December 2018.

Customary conditions which must be satisfied before the scheme is implemented include:

  • any ASIC or ASX reliefs, waivers, confirmations, exemptions, consents or approvals;
  • approval of any relevant regulatory authority;
  • no court or regulatory authority take steps to restrain or prevent the scheme;
  • the independent expert issuing a report which concludes that the scheme is in the best interest of scheme participants;
  • no enforcement action initiated by any regulatory authority; and
  • obtaining consents to the change of control from each relevant counter party to Scottish Pacific’s warehouse facilities.

[Related: Scottish Pacific reports 17.4% profit growth]

handshake   ta

JOIN THE DISCUSSION

You need to be a member to post comments. Register for free today

MORE FROM THE ADVISER

CEO Sleepout Pepper Money

Mortgage industry raises more than $160k in CEO Sleepout

On 23 June 2022, several CEOs and directors in the mortgage and finance industry spent a night without shelter to...

READ MORE
alex whitlock

New membership program revealed for The Adviser

Members will be able to access exclusive sales and marketing strategy, business intelligence and exclusive market...

READ MORE
Hot property TA

Hot Property: The biggest property headlines from the week 27 June to...

Welcome to The Adviser’s weekly round-up of the headline stories and news that are important not only for the...

READ MORE
magazine
Read the latest issue of The Adviser magazine!
The Adviser is the number one magazine for Australia's finance and mortgage brokers. The publications delivers news, analysis, business intelligence, sales and marketing strategies, research and key target reports to an audience of professional mortgage and finance brokers
Read more