Bidder's statement for cash offer of $0.24 per share for Devine by CIMIC

Date
May 31, 2021
Categories
  • Financial
Tags

CIMIC Group Limited (CIMIC), through its wholly owned subsidiaries owns 59.11% of Devine Limited (Devine).1

 

As announced on 25 May 2021 (Offer Announcement Date), CIMIC, through CIMIC Residential Investments Pty Ltd (CRI), has made an offer (Offer) to acquire the shares in Devine that it does not already own pursuant to an off-market takeover at a price of $0.24 cash per share (Offer Price). This represents a total outlay of approximately $15.6 million to acquire all of the shares in Devine that CRI does not already own.

 

A copy of the Bidder’s Statement was lodged with the Australian Securities and Investments Commission, and sent to Devine earlier today. The Bidder's Statement will be sent to Devine Shareholders not less than 14 days after today.

Enclosed with this announcement is a copy of the Bidder’s Statement in relation to the Offer pursuant to item 5 of subsection 633(1) of the Corporations Act 2001 (Cth) (Corporations Act), which contains the terms of the Offer.

The Offer is expected to open on Tuesday 15 June 2021 and is expected to close at 7.00pm (AEDT) on 15 July 2021, unless extended or withdrawn in accordance with the Corporations Act. To accept the Offer, investors can follow the instructions set out in the Bidder’s Statement.

An attractive offer

The Offer Price represents:

  • a 100.0% premium to the Last Close Price, being the price of Devine Shares on ASX at the close of trading on 24 May 2021, the Trading Day prior to the Announcement Date, of $0.120 per Devine Share;
  • a 87.7% premium to the Devine one month volume weighted average price (VWAP) as at the Trading Day prior to Announcement Date, of $0.128 per Devine Share;
  • a 84.0% premium to the Devine three month VWAP as at the Trading Day prior to Announcement Date, of $0.130 per Devine Share;
  • a 103.3% premium to the Devine twelve month VWAP as at the Trading Day prior to Announcement Date, of $0.118 per Devine Share; and
  • a 86.1% premium to the Devine twenty‚Äźfour month VWAP as at the Trading Day prior to Announcement Date, of $0.129 per Devine Share.

 

In addition to the premium, the Offer enables investors to exit all of their shareholding in Devine in an orderly manner and without the need to pay brokerage fees and with the opportunity to receive a cash price of $0.24 per share.

 

Subject to minimum acceptance

 

The Offer is subject to a ‘minimum acceptance’ condition. For further detail on the ‘minimum acceptance’ condition, please refer to the Bidder’s Statement.

 

Regulatory

 

CIMIC has received Foreign Investment Review Board approval for the Offer. The Offer is not conditional on any regulatory approvals being obtained.

 

Funding

 

The Offer will be funded using CIMIC’s existing available funds. CIMIC has existing funds at call in excess of the offer consideration and all associated transaction costs.

 

Notice of people to whom information to be sent

 

In accordance with s633(4)(a) of the Corporations Act CRI has set 8.00am on 1 June 2021 as the time and date for determining the people to whom information is to be sent under items 6 and 12 of subsection 633(1) of the Corporations Act in relation to the Offer.

 

You can find a copy of the bidder's statement here.

 

¹ CIMIC’s wholly owned subsidiaries, CIMIC Residential Investments Pty Limited and CIMIC Group Investments No. 2 Pty Ltd, are the registered holders of 59.11% and 0.001% of the issued shares in Devine, respectively.
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