freedom group - privatisation

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    This summary announcement has been prepared by Corporate File. To access full announcement please visit either the company website or www.asx.com.au.


    Summary Announcement. Freedom Group. Proposal to Privatise Freedom
    Date of Report: 19-Aug-2003




    Bravoscar Nominees Pty Limited ("Bravoscar"), a private company owned and controlled by Freedom Group Limited ("FGL" or the "Company") Managing Director Rod Walker and Executive Directors Geoff McIntosh and Michael Gordon, has approached the Board of FGL with a conditional proposal to privatise FGL via a scheme of arrangement (the "Scheme") at $2.10 cash per FGL share. The Scheme, if implemented, will result in FGL becoming a wholly owned subsidiary of Bravoscar.

    Bravoscar has advised FGL that it has arranged up to $100 million of funding, including support from Steinhoff Europe AG, which is conditional, inter alia, on FGL raising debt funding from a bank or a consortium of banks for the balance of the proposed consideration of approximately $125 million.

    The Independent Directors of the Board have commissioned an Independent Expert to provide an opinion regarding the proposal and are also seeking advice from the Company's professional advisers. The Independent Directors are of the view that, provided the proposal is in an appropriate form, and there is no higher offer in the interim, shareholders should be given the opportunity to consider and vote on the proposal.

    William Guest, a Non-Executive Director, whose relevant interest represents approximately 8.9% of shares in the Company, has informed the Board that in the absence of a higher offer, he intends to vote in favour of the proposal if it is put to shareholders. Non-Executive Director, Markus Jooste, CEO of Steinhoff International Holdings Limited, the holding company of Steinhoff Pacific Pty Ltd ("SPL") supports the proposal. SPL is a major supplier to FGL. The other non-executive directors, William Cutbush and Anna Buduls, are awaiting the opinion of the Independent Expert and advice from the Company's professional advisers before considering their recommendations and intentions.

    Unless advised otherwise and subject to confirmation of the availability of the funding by Bravoscar, and the raising of the debt funding by FGL, it is envisaged that if the Scheme is to proceed, it will be put to shareholders for approval at a meeting to be held in or around October 2003.


    Further material details in respect of the proposal will be announced from time to time. Accordingly the Directors recommend that shareholders seek professional advice before dealing in their shareholdings.

 
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