Announcement • Dec 13
Somers Limited (BER:SOM.BH) completed the acquisition of an additional 50.6% stake in Thorn Group Limited (ASX:TGA) from Forager Funds Management Pty Ltd. and others.
Somers Limited (BER:SOM.BH) made an offer to acquire an additional 50.6% stake in Thorn Group Limited (ASX:TGA) from Forager Funds Management Pty Ltd. and others for approximately AUD 360 million on June 18, 2021. Somers Limited made the offer to acquire additional 221.08 million shares at AUD 0.21 per share. Under the terms of the revised proposal, Thorn shareholders would receive total cash consideration of AUD 1.62 per share, less any dividend or capital return paid to shareholders. The transaction will be financed through funds through Somers Limited internal resources of AUD 3 million and loan facilities provided by UIL and Permanent Investments Limited. Somers Limited and its associated have already 34.49% stake in Thorn Group Limited. If Somers Limited achieved the ownership of 90% (including stake of associated already owned) in Thorn Group Limited, it will go for compulsory acquisition for remaining stake. Somers Limited intends to delist Thorn Group Limited from stock exchange. The shareholders of Thorn Group Limited are advised to take no action at this stage. An independent committee chaired by independent director; Paul Oneile has been established by Board of Directors of Thorn Group Limited. The approval from Foreign Investment Review Board has been obtained. As of June 23, 2021, the shareholders are advised to take no action. Offer period will commence from July 5, 2021, to August 6, 2021. Thorn confirms that the target's statement, including an independent expert's report, will be provided to ASX, ASIC, Somers and Thorn shareholders on or before Friday, July 16, 2021.
As of July 16, 2021, independent director, Paul Oneile, and Independent Expert, Grant Thornton recommends Thorn's shareholders to reject the offer as the offer price is neither fair nor reasonable. Grant Thornton estimated the fair market value of Thorn shares to be in the range of AUD 0.28 to AUD 0.31, which is significantly above the offer price. Somers may extend the Offer Period at any time up until five Trading Days before the end of the Offer Period. As of August 25, 2023, Thorn shareholders do not need to take any action in relation to the Revised Proposal. The transaction is subject to Thorn shareholders’ approval, Court approval and Thorn shareholders’ approval the thorn loan resolution. Based on the scheduled end of the Offer Period of August 6, 2021, the last day on which Somers is able to do this is Friday, 30 July 2021. As of August 3, 2021, Thorn wishes to remind shareholders that the Offer is scheduled to close on August 6, 2021. The Offer will only be extended if Somers acquires voting power in Thorn of more than 50%, in which case the Offer will be automatically extended by 14 days in accordance with section 624(2) of the Corporations Act 2001 (Cth). As on September 21, 2023, Somers Limited entered into Scheme Implementation Deed. As on September 21, 2023, scheme consideration is reduced from AUD 1.62 to AUD 1.17.
Bell Potter Securities Limited acted as broker to Thorn Group Limited. Thomson Geer acted as legal advisor for Somers. Minter Ellison acted as legal advisor and Lewis Corporate Advisory acted as financial advisor to the Independent Committee of Thorn. Computershare Investor Services Pty Limited acted as share registrar to Thorn. Leadenhall acted as financial adviser to Thorn.
Somers Limited (BER:SOM.BH) completed the acquisition of an additional 50.6% stake in Thorn Group Limited (ASX:TGA) from Forager Funds Management Pty Ltd. and others on December 11, 2023.
