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Announcement to ASX re Joining Hamilton Island Bid
Announcement to ASX re Joining Hamilton Island Bid
23-Apr-2003
The Directors of Thakral Holdings Limited (“Thakral”) are pleased to announce that the Company has committed to a significant investment in 21st Century Resorts Holdings Limited (“21st Century Resorts”). 21st Century Resorts has lodged a bid to acquire Hamilton Island Limited (“Hamilton Island”).
Mr John Hudson, Managing Director of Thakral, said “the 21st Century Resorts’ bid offers Hamilton Island shareholders greater value for their shares. The $2.70 offer price provides shareholders with 31 cents per share more than the expected cash payment by GPT/Voyages of $2.39”
He further commented that “the cash nature of the $2.70 offer provides shareholders with a straightforward offer for their holding in Hamilton Island. There is no uncertainty regarding the final amount they will receive as the $2.70 is a fixed price.”
“We are very excited at the prospect of combining Thakral’s skills in hotel ownership and development with those of Grant Samuel and the existing Hamilton Island Management team to fully realise the potential of Hamilton Island.”
The Directors of Hamilton Island have recommended the bid, stating that it is in the best interests of shareholders, and subject to the findings of the Independent Expert, they intend to recommend that shareholders support the proposal in the absence of a superior proposal.
Transaction details
21st Century Resorts proposes a Scheme under which all shareholders in Hamilton Island will sell all their shares for a cash payment of $2.70 per share.
21st Century Resorts is a company established by Hamilton Island’s Senior Management. Thakral expects to hold 42.5% of the equity in 21st Century Resorts with an investment of $31.25 million made up of a combination of $8.5 million of equity and $22.75 million shareholder loans. Other investors include the Senior Management of Hamilton Island, Grant Samuel Property Fund, Grant Samuel Investments and a group of individual investors arranged by Grant Samuel Corporate Finance. The total equity and shareholder loans will be $65.5 million.
Australia & New Zealand Banking Group Limited has agreed to provide credit facilities totalling $110 million to the 21st Century Resorts Group.
Higher cash offer
21st Century Resort’s offer of $2.70 per share is at a significant premium to Hamilton Island’s current and historic share price. It represents:
- a premium of 13% to the expected cash payment of $2.39 by General Property Trust (“GPT”) and Voyages Hotels & Resorts Pty Limited (“Voyages”). In addition GPT and Voyages may make a deferred payment should Dent Island be developed but Directors of Hamilton Island are unable to attribute a specific value to that payment;
- a premium of 11.1% to Hamilton Island’s last closing share price on Tuesday, 22 April 2003, of $2.43; and
- a premium of 36% to Hamilton Island’s 30 day volume weighted average share price of $1.99 prior to announcement of the strategic review.
Key conditions
21st Century Resorts offer is subject to conditions including:
- documentation of the ANZ facilities;
- approval of Hamilton Island shareholders;
- no material adverse change;
- Scheme is recommended by a majority of Hamilton Island directors;
- consents and approvals by regulatory authorities including FIRB.
Terms
Hamilton Island has entered into a Preliminary Agreement with 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.
Hamilton Island has agreed to pay a break fee to 21st Century Resorts of $1.85 million in the event that:
- the Scheme is not approved by the Court or Hamilton Island shareholders;
- a competing proposal is made during the terms of the agreement and is successfully completed;
- the Directors withdraw or modify their recommendation in a manner adverse to 21st Century Resorts;
- the Independent Expert concludes that the Scheme is not in the best interests of Hamilton Island shareholders or that Hamilton Island shareholders should not vote in favour of the Scheme.
Timing and next steps
Set out below is an indicative timetable for completion of the Scheme.
*These dates are indicative only and subject to change
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
The Scheme will be subject to shareholders’ approval at a meeting expected to be held in July 2003. Scheme documents, including an independent expert’s report and detailed tax advice, are expected to be sent out to Hamilton Island shareholders in June with completion anticipated in July 2003.
Yours faithfully
Andrew Horne
Group Company Secretary
