Keybridge Capital Limited (KBC)has announced its intention to make an off-market takeover bid for WAM Active (WAA)for an all scrip consideration of 1.16 x $1.00 Keybridge convertible redeemable promissory notes (CRPN) for each WAA share. This equates to a value of $1.16 per WAA share, an 8.4% premium to the share price at the COB on the day of the announcement (7 February 2021) and a 13.6% premium to the most recently released post-tax NTA. The Offer values WAA at $85.6m, currently a market cap of $79.0m. The Offer is subject to Keybridge shareholder approval.
Keybridge have outlined the following key terms for the CRPN:
- Face value of $1.00
- Maturity Date of 10 years from the issue date.
- Will be categorised as an equity instrument for tax purposes.
- A gross running yield of 2.0% p.a., fully franked. The CRPN will pay a fully franked dividend of 1.4 cents per note, paid annually.
- A dividend stopper on Keybridge ordinary shares if a CRPN interest payment remains outstanding.
- Upon maturity, the CRPN may be redeemed for the face value in cash or converted into Keybridge ordinary shares at a 5% discount to the VWAP.
The Keybridge CRPN is intended to be ASX-listed.
There is a bit of history with regards to Keybridge and WAA. In 2020, WAA made a takeover bid for Keybridge which was unsuccessful. The two parties also went to court regarding the block of shares held by WAA, in which costs were awarded against Keybridge. In the event Keybridge obtains control of WAA, it intends to dispose of WAA’s shares in Keybridge within 12-months. WAA and associated entities of the Wilson Asset Management Group hold a 44.5% interest in Keybridge.
Company Profile
Keybridge is an ASX-listed investment and financial services group (ASX: KBC) with a portfolio of listed and unlisted investments/loan assets in the life insurance (New Zealand), property and funds management sectors and strategic holdings in HHY Fund (ASX: HHY), Yowie Group Ltd (ASX: YOW), Metgasco Limited (ASX: MEL) and Molopo Energy Limited. At 31 December 2021, Keybridge had Net Assets of $18.36m. Keybridge currently holds a 6.0% interest in WAA.
(Source: FNArena)
- Relative to the pcp: (1)
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