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CHALLENGER LIMITED M&A Activity 2014
64641_rns_2014-05-27_5d5c06a7-4ed4-4529-8c58-099d467ffd33.pdf
M&A Activity
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Sydney Level 15, 255 Pitt Street Sydney NSW 2000 Australia GPO Box 3698 Sydney NSW 2001 www.challenger.com.au
Telephone 02 9994 7000 Facsimile 02 9994 7777
28 May 2014
ASX Limited Level 4 20 Bridge Street Sydney NSW 2000
By electronic lodgement
Dear Sir/Madam
Takeover Bid by Challenger Life in relation to Challenger Diversified Property Group – Compulsory Acquisition Notice
As you are aware, Challenger Life Nominees Pty Ltd as trustee of Challenger Australia Listed Property Holding Trust (Challenger Life Bidder) has offered under its off-market takeover bid to acquire all units in the Challenger Diversified Property Group (CDI) which it does not own. The offer period is scheduled to close at 7.00pm (Sydney time) today and will not be extended.
Challenger Life Bidder today announced that it had a relevant interest in 93.49% of CDI units. As Challenger Life Bidder has acquired a relevant interest in more than 90% of CDI units, Challenger Life Bidder intends to compulsorily acquire all outstanding CDI units. It is anticipated that this process will be completed in approximately 6 weeks' time.
Trading in CDI units will be suspended by ASX by mid-next week, as required under the ASX Listing Rules.
Accordingly, we enclose, by way of service pursuant to paragraph 661B(1)(d) of the Corporations Act 2001, a copy of ASIC Form 6021 ('Notice of compulsory acquisition following takeover bid') and a pro-forma copy of the accompanying letter to be sent to CDI unitholders who are yet to accept Challenger Life Bidder's offer.
Yours sincerely
Michael Vardanega Company Secretary
For and on behalf of Challenger Life Nominees Pty Ltd as trustee of Challenger Australia Listed Property Holding Trust
Sydney Level 15, 255 Pitt Street Sydney NSW 2000 Australia GPO Box 3698 Sydney NSW 2001 www.challenger.com.au
Telephone 02 9994 7000 Facsimile 02 9994 7777
28 May 2014
[NAME AND ADDRESS]
Dear Unitholder
.
Compulsory Acquisition of your Stapled Units in Challenger Diversified Property Group
Challenger Life Nominees Pty Ltd as trustee of Challenger Australia Listed Property Holding Trust (Challenger Life Bidder) offered to acquire your stapled units in Challenger Diversified Property Group under its Bidder's Statement dated 11 April 2014 (the Offer). The Offer closes at 7pm (Sydney time) on 28 May 2014 and our records show that Challenger Life Bidder did not receive a valid acceptance of its Offer from you before 28 May 2014.
As Challenger Life Bidder has acquired a relevant interest in more than 90% of the stapled units in Challenger Diversified Property Group, Challenger Life Bidder proposes to acquire your stapled units under the compulsory acquisition provisions of the Corporations Act 2001 (Cth) (the Corporations Act). We anticipate that the compulsory acquisition process will be completed in approximately 6 weeks' time.
Trading in CDI units will be suspended by ASX by mid-next week, as required under the ASX Listing Rules.
The acquisition will be effected on the same terms as the Offer, which means that you will receive A\$2.74 cash per stapled unit, less any distributions to which you became entitled after the date of the Bidder's Statement for the Offer (being 11 April 2014). If you become entitled to receive a distribution before completion of the compulsory acquisition procedure, the amount of the distribution will be deducted from the consideration that we pay to you on completion of the compulsory acquisition procedure. However, Challenger Diversified Property Group will be required to pay the distribution to you separately.
Please note that your entitlement to receive the consideration specified above is subject to section 6.6 of the Bidder's Statement.
If you attempted to accept the Offer but failed to validly do so, you will be treated as a unitholder whose units may be compulsorily acquired.
The formal notice which Challenger Life Bidder is required to give you under the compulsory acquisition provisions of the Corporations Act is enclosed. This notice specifies the rights that you have with respect to the compulsory acquisition.
On completion of the compulsory acquisition procedures, Challenger Life Bidder will deliver the consideration for your stapled units to Challenger Diversified Property Group. On receipt of that consideration, Challenger Diversified Property Group is required to notify you that the consideration for your stapled units has been received and that it is being held pending your instructions. Challenger Diversified Property Group will also send you a form which will set out how you may claim your consideration.
If you have any questions, please call the Challenger Life Offer Information line on 1300 823 159 (toll free within Australia) or +61 2 8022 7902 (from outside Australia).
Yours sincerely
Gregory Thomas Director Challenger Life Nominees Pty Ltd as trustee of Challenger Australia Listed Property Holding Trust Encl
Form 6021 Corporations Act 2001 66113(1)(a)
Notice of compulsory acquisition following takeover bid
| Notice | To each holder of: |
|---|---|
| Description of class of securities to which the bid relates |
All fully paid stapled units in the Challenger Diversified Property Group, each stapled unit comprising one unit in Challenger Diversified Property Trust 1 and one unit in Challenger Diversified Property Trust 2 |
| (Bid Class Securities') | |
| in | |
| Name of target company or body | Name (the Company) |
| The Challenger Diversified Property Group, comprised of the Challenger Diversified Property Trust 1 and the Challenger Diversified Property Trust 2 |
|
| ACWARBN/ARSN | |
| Challenger Diversified Property Trust 1 - (ARSN 121 484 606) Challenger Diversified Property Trust 2 - (ARSN 121 484 713) |
|
| Tick applicable box(es) | n and each holder of securities that will or may be converted into, or confer rights to be issued, in the next 6 weeks, securities to which the bid related. |
| and each holder of non-transferable securities issued under an employee incentive scheme referred to in ❑ paragraph 2, |
|
| 1. Under a takeover bid offers were made by | |
| Name of bidder | Challenger Life Nominees Pty Ltd (ACN 091 336 793) as trustee of Challenger Australia Listed Property Holding Trust |
| in respect of the acquisition of Bid Class Securities in the company. | |
| Tick one box | The offers |
| ❑ closed |
|
| Date offers closed or are scheduled to close | Z are scheduled to close |
| on Date |
|
| 8 1 0 5 1 1 2 4 |
|
| D] (M Yl MI [Y [D |
|
| Tick applicable box(es). | 2. You are, as at the date of this notice, the holder of one or more of the following |
| (see subsection 661A(4) and (4A)) | securities in respect of which the takeover offer was made, but have not accepted the offer. (If you have IZI accepted the offer but have received this notice you do not need to do anything in response to this notice— the bidder will acquire your securities under the offer,) |
| securities to which the bid related issued after the end of the offer period and before the date of this notice ,■•■ |
|
| iii securities that will or may be converted into, or confer rights to be issued, in the next 6 weeks, securities to which the bid related |
|
| securities issued under an employee incentive scheme to which restrictions on transfer apply under the ■ company's constitution or the terms of issue, being |
|
| Description of securities | |
| the following securities in the bid class in which the bidder has a relevant interest ❑ |
|
| Description of securities | |
| 3, The bidder gives you notice under subsection 661B(1) of the Corporations Act 2001 (the Act') that the bidder has become entitled pursuant to subsection |
|
| Tick one box | 661A(1) [E] |
| ❑ 661A(3) |
|
| of the Act to compulsorily acquire your securities and desires to acquire those securities. |
| Continued Notice | |
|---|---|
| 4. Under section 661D of the Act, you have the right, by notice in writing given to the bidder within one month after this notice is lodged with ASIC, to ask the bidder for a written statement of the names and addresses of everyone else the bidder has given this notice to. |
|
| Date of lodgement | This notice was lodged with ASIC on Date 2 8 0 5 1 D] [M [D M] Y] |
| 5. Under section 661E of the Act, you have the right, within one month after being given this notice (see paragraph 8) or within 14 days after being given a statement requested under section 661D of the Act (as referred to in paragraph 4 of this notice), whichever is later, to apply to the Court for an order that the securities not be compulsorily acquired. |
|
| 6. The bidder is entitled and bound to acquire the securities on the terms that applied under the takeover bid immediately before |
|
| Tick one box | this notice was given. [Z] the end of the offer period. |
| 7. Unless the Court otherwise orders, on application made by you under section 661E of the Act within one month after being given this notice (see paragraph 8) or within 14 days after being given a statement under section 661D (as referred to in paragraph 4 of this notice), whichever is the later, the bidder must comply with paragraph 6 of this notice. |
|
| 8. A notice sent by post to you is taken to be given to you 3 days after it is posted. |
|
| Signature | Name of person signing |
| Gregory Thomas | |
| Capacity | |
| Director | |
| Signature | |
| Date signed | |
| 4 2 8 0 5 1 |
|
| D] [M 1 [D M] [Y |
|