WAM Active continues to bid for KBC at reduced price
WAM Active has announced it would continue to bid for Keybridge Capital Limited (KBC) but it has made a new reduced off-market bid takeover for all the issued fully paid ordinary shares at a all cash bid price of 6.5% per share.
The initial offer was withdrawn due to a review of publicly available information relating to KBC, the company said in the announcement to the Australian Securities Exchange (ASX) on Friday.
The proposed offer was subject to a number of defeating conditions, including a ‘no material decline in net tangible assets’ condition and a ‘conduct of KBC’s business’ condition which included the following:
- The reported after-tax net tangible assets (NTA) of KBC not decline by 5% or more below the after-tax NTA of KBC of $0.0647 per share announced to the ASX in the net asset backing – August 2019 report; and
- There were no changes to KBC’s board composition, including appointing additional directors, whether to fill a casual vacancy or otherwise.
According to the firm, the ‘conduct of KBC’s business’ condition was breached immediately after the proposed offer as announced, when KBC appointed two casual vacancies to the KBC board whereas the breaches of the ‘no material decline in NTA’ condition occurred only recently.
WAM Active said that although it was entitled to withdraw the proposed offer in light of KBC’s breaches, it was reticent to do so immediately. However, in the light of the breach of the ‘no material decline in NTA’ condition and the apparent material decline in KBC’s value over the period since 13 October, 2019, WAM Active made a decision to withdraw its proposed offer.
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