SYDNEY: AVJennings Limited (ASX: AVJ) has announced that it has received a non-binding indicative proposal from Proprium Capital Partners (Australia) Pty Ltd and AVID Property Group, through their investment vehicle PM Nominees C Pty Ltd, to acquire all outstanding shares in AVJennings. The proposal offers a cash consideration of $0.67 per share, structured as a scheme of arrangement.
The AVJennings Directors have signed an Exclusivity Deed with AVID, outlining the steps to finalize the proposal and the exclusivity terms. This proposal is subject to several conditions, including satisfactory completion of due diligence by AVID, final approval from AVID’s Board of Directors, and the negotiation of a Scheme Implementation Agreement (SIA).
The indicative proposal offers AVJ shareholders $0.67 cash per share, adjusted for any dividends declared after November 27, 2024. This price represents a premium of 103.0% to the closing price of AVJ shares on November 27, 2024, 102.0% to the 1-month VWAP, and 108.0% to the 3-month VWAP.
Additionally, AVID has proposed allowing AVJ to pay a fully franked special dividend before the scheme implementation date, providing eligible shareholders with up to $0.06 per share in franking credits. The scheme’s consideration would be reduced by any special dividend paid.
The proposal includes conditions such as:
- Unanimous AVJ Board recommendation and an Independent Expert’s favorable conclusion.
- Approvals from the Australian Foreign Investment Review Board (FIRB) and New Zealand Overseas Investment Office (OIO), among other regulatory approvals.
- Court and AVJ shareholder approval.
These conditions must be met for the proposal to proceed. The announcement marks a significant development for AVJennings and its shareholders, as they consider the potential benefits of the acquisition proposal.
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