14 Jan

WAM: Supplementary Bidders Statement - PAF

WAM Capital Limited (ASX: WAM) (ACN 086 587 395) Supplementary Bidder’s Statement Important information This document is the supplementary bidder’s statement ( Supplementary Bidder’s Statement ) under section 643 of the Corporations Act 2001 (Cth) ( Corporations Act ) issued by WAM Capital Limited (ASX: WAM) (ACN 086 587 395) ( WAM ) in relation to WAM’s off-market takeover offer to acquire all the ordinary shares of PM Capital Asian Opportunities Fund Limited (ASX: PAF) (ACN 168 666 171) ( PAF ) as set out in WAM’s bidder’s statement dated 14 October 2021 ( Original Bidder’s Statement ) ( Offer ) as varied by WAM’s notice of variation dated 22 November 2021 ( Variation ). The Offer is unconditional, being freed of all Defeating Conditions on 5 November 2021. This Supplementary Bidder’s Statement supplements should be read together with the Original Bidder’s Statement and Variation. This Supplementary Bidder’s Statement will prevail to the extent of any inconsistency with the Original Bidder’s Statement or the Variation. This Supplementary Bidder’s Statement is dated 14 January 2022, the date a copy was lodged with ASIC and provided to ASX. ASIC, the ASX, and their officers take no responsibility for the contents of this Supplementary Bidder's Statement or the merits of the Offer. Terms defined in in this Supplementary Bidder’s Statement have the same meaning given to them in the Original Bidder’s Statement, unless the context otherwise requires. 1. Increase in Offer Consideration to 1 WAM Share for every 1.95 PAF Shares WAM has increased the Offer Consideration from 1 WAM Share for every 1.99 PAF Shares, to 1 WAM Share for every 1.95 PAF Shares . The increased Offer from WAM values PAF Shares at $1.149 per share 1 , representing: - a 7.4 % premi u m to PA F’s 7 January 2022 pre - tax NTA 2 ; - a 8.4 % premi u m to PA F’s 7 January 2022 post - tax NTA 3 ; - a 3.5 % premium to the closing price of PAF shares on 11 January 2022; 4 and - a 18.4 % premium to the closing PAF share price prior to the announcement of the PGF scheme. 5 The increased Offer Consideration applies to all PAF Shareholders who accept WAM’s Offer. This includes PAF shareholders who have already accepted Offer, who will be issued additional new WAM Shares as a result. 2. Shareholder Intention Statements On the basis of the improved Offer Consideration, PAF’s largest shareholder PM Capital Global Opportunities Fund Limited (ASX: PGF) intends to accept the Offer, as do PM Capital Limited, Paul Moore, and their associated entities. With the acceptances from PGF, PM Capital, Paul Moore and their associated entities, WAM’s voting power in PAF will increase to 69.07%. 6 3. PAF Directors Recommend the WAM Offer 1 Based on the WAM share price of $2.24 as at 11 January 2022 divided by the WAM Offer ratio 1 / 1.95 (2.24 / 1.95). 2 Based on the implied value of WAM’s Offer when compared to PAF’s 7 January 2022 pre-tax NTA of $1.07. 3 Based on the implied value of WAM’s Offer when compared to PAF’s 7 January 2022 post-tax NTA of $1.06. 4 Based on the implied value of WAM’s Offer when compared to the closing PAF share price of $1.11 on 11 January 2022. 5 Based on the implied value of WAM’s Offer when compared to the closing PAF share price of $0.97 on 14 September 2021, being the day before the announcement of the PGF scheme. 6 At a minimum, based on WAM’s voting power as at 11 January 2022. WAM Capital Limited (ASX: WAM) (ACN 086 587 395) As announced on 22 December 2021, the directors of PAF recommend that PAF shareholders should accept the WAM Offer. The supplementary independent expert’s report from Lonergan Edwards & Associates Limited concluded that the WAM Offer is fair and reasonable; that consideration has now also improved. PAF directors have also noted that they consider the prospects of a superior proposal emerging for PAF Shares is now unlikely. 4. Extension of Offer Period to 18 February 2022 WAM has extended the period during which the Offer will remain open for acceptance until 7:00pm (Sydney time) on Friday, 18 February 2022 (unless further extended under the Corporations Act). 5. Notices Annexure A includes a copy of the formal notice under sections 650D and 630 of the Corporations Act with respect to the increase in Offer Price and the extension of the Offer Period. 6. Approval The Supplementary Bidder’s Statement has been approved by a resolution passed by the Directors of WAM. Dated 14 January 2022 Signed for and on behalf of WAM Capital Limited by: Geoff Wilson AO Chairman T + 61 2 9247 6755 E info@wilsonassetmanagement.com.au wilsonassetmanagement.com.au ABN 34 086 587 395 Level 26 , Governor Phillip Tower 1 Farrer Place Sydney NSW 2000 14 January 2022 WAM Capital Limited ACN 086 587 395 Notice of variation – increase in Offer Consideration and extension of offer period pursuant to sections 650D and 630(2) of the Corporations Act 2001 (Cth) To: PM Capital Asian Opportunities Fund Limited ( PAF ) Australian Securities & Investments Commission ( ASIC ) Each person to whom an offer was made as described in section 650D(1)(c)(ii) of the Corporations Act 2001 (Cth) (as modified by ASIC Class Order [CO 13/521]) ASX Limited WAM Capital Limited (ACN 086 587 395) ( WAM ) gives this notice ( Notice ) in relation to the offer dated 28 October 2021 ( Offer ) to acquire all of the ordinary shares in PAF on the terms set out in its bidder’s statement dated 14 October 2021 as varied by WAM’s notice of variation dated 22 November 2021 ( Bidder’s Statement ). Unless defined to the contrary, words defined in the Bidder’s Statement have the same meaning in this Notice. Pursuant to sections 650B, 650C, and 650D of the Corporations Act 2001 (Cth) ( Corporations Act ), WAM gives notice that it varies it Offer so that the Offer Consideration is increased and the Offer Period extended as set out below Variation : increase in Offer Consideration WAM gives notice that it: (a) increases the Offer Consideration from 1 WAM Share for every 1.99 PAF Shares, to 1 WAM Share for every 1.95 PAF Shares. The increased Offer Consideration applies to all PAF shareholders who accept the Offer, including those PAF shareholders who have already accepted the Offer; and (b) replaces all references to “1.99 PAF Shares” with “1.95 PAF Shares” in the Bidder’s Statement, Acceptance Form, and all other instances in relation to the Offers. Extension of Offer Period WAM gives notice that it: (c) extends the period during which the Offer will remain open for acceptance until 7:00pm (Sydney time) on Friday, 1 8 February 2022 (unless further extended under the Corporations Act); and (d) replaces all references to the date “14 January 2022” (as varied by WAM’s notice of variation dated 22 November 2021) with “18 February 2022” in the Bidder’s Statement, the Acceptance Form and all other instances in relation to the Offers, where “14 January T + 61 2 9247 6755 E info@wilsonassetmanagement.com.au wilsonassetmanagement.com.au ABN 34 086 587 395 Level 26 , Governor Phillip Tower 1 Farrer Place Sydney NSW 2000 2022” is deemed to appear as the last day of the Offer Period. Date of Notice of Conditions In accordance with section 630(2)(b) of the Corporations Act: a) the new date for giving notice of the status of the Defeating Conditions to which the Offer is subject is 11 February 2022 (subject to any further extension of the Offers in accordance with the Corporations Act); and b) the Offer was freed of all Defeating Conditions on 5 November 2021. Accordingly, as at the date of this notice, the Offer is unconditional, with all Defeating Conditions having been fulfilled or waived. Date and lodgement This Notice is dated 14 January 2022, being the date it was lodged with ASIC. ASIC takes no responsibility for the contents of this Notice. Neither ASIC nor any of its officers takes any responsibility for the contents of this Notice. Authorisation This notice has been unanimously approved by the WAM Board. Signed for and on behalf of WAM Capital Limited by: Geoff Wilson AO Chairman
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