HAM:New Higher Offer Made for HAM-Recommended by Board
Wed 23 Apr 2003
Published: Wed 23 Apr 2003 18:20:26
Document No: 203516
Document part: A
Market Flag: Y
Classification: Takeover - Other
AUSTRALIA AND NEW ZEALAND BANKING GROUP 2003-04-23 ASX-SIGNAL-G HOMEX - Melbourne +++++++++++++++++++++++++ The Board of Hamilton Island Limited ("Hamilton Island") today announced that it has entered into a preliminary agreement with 21st Century Resorts Holdings Pty Limited ("21st Century Resorts") to propose to Hamilton Island shareholders a Scheme of Arrangement ("Scheme") under which 21st Century Resorts will acquire 100% of Hamilton Island. TRANSACTION DETAILS 21st Century Resorts proposes a Scheme under which all shareholders will sell all their shares in Hamilton Island for a cash payment of $2.70 per share. 21st Century Resorts is a company established by Hamilton Island's senior management. The shareholders in 21st Century Resort will be Thakral Holdings Limited (a property group listed on the Australian Stock Exchange), a group of investors arranged by Grant Samuel Corporate Finance Pty Limited including Grant Samuel Property Fund 3, (a fund managed by the Grant Samuel Group) and the senior management team. Thakral will hold 42.5% of the equity in 21st Century Resorts with an investment of $31.25 million. Grant Samuel Corporate Finance is financial adviser to 21st Century Resorts. Australia & New Zealand Banking Group Limited has agreed to provide credit facilities totaling $110 million to the 21st Century Resorts Group. A RECOMMENDED, HIGHER CASH OFFER 21st Century Resorts' offer of $2.70 is at a significant premium to Hamilton Island's recent share price. With the exception of one day in February this year, following the announcement that GPT had been awarded exclusivity in relation to the strategic review, the Hamilton Island share price has not traded at or above the 21st Century Resorts' offer price for over 2 years. The Directors of Hamilton Island believe that the Scheme is in the best interests of shareholders and, subject to the findings of the Independent Expert, intend to recommend that shareholders support the proposal in the absence of a superior proposal. Michael Butler, Chairman of Hamilton Island, said "I am delighted that a higher bid has eventuated, offering shareholders greater value for their Hamilton Island shares." He further commented that "The cash nature of the $2.70 offer provides shareholders with a straightforward, fixed price offer for their holding in Hamilton Island." Further details as to the Scheme terms and conditions and indicative timetable are set out in Attachment 1. Scheme documents, including an Independent expert's report to be prepared by Deloitte Corporate Finance Pty Limited, are expected to be sent out to Hamilton Island shareholders in June, with completion anticipated in late July 2003. For further information please contact: Trevor Loewensohn J P Morgan Australia Limited Phone: 02 9220 1511 G Herholdt COMPANY SECRETARY Hamilton Island Limited ATTACHMENT 1 INDICATIVE TIMETABLE* Scheme documentation dispatched to shareholders 18 June 2003 Hamilton Island shareholders' meeting 17 July 2003 Court hearing to approve Scheme 28 July 2003 Effective date, Scheme becomes binding 29 July 2003 * These dates are indicative only and subject to change A copy of the full announcement which includes the Terms and Conditions is available for purchase from ASX Customer Service on 1 300 300 279.