Following discussions between Spotless and PEP, Spotless announced that on 30 November 2011, it received a revised proposal from PEP at an indicative price of up to $2.68 per share. PEP’s revised proposal reflects the same terms as PEP’s initial proposal except that:
– an indicative price of up to $2.68 per share is achieved by PEP not reducing the proposed offer price for any dividend paid by Spotless up to a maximum of 5 cents per share; and
– in addition to the conditions attached to PEP’s initial proposal, PEP’s revised proposal is also conditional on the Spotless directors unanimously recommending that Spotless shareholders vote in favour of the scheme of arrangement with PEP, in the absence of a superior proposal.
On 17 November 2011, Spotless Group Limited announced that it had received an indicative, non-binding and conditional proposal from Pacific Equity Partners Pty Limited (PEP) to acquire 100 per cent of the shares of Spotless via a scheme of arrangement at an indicative price of $2.63 per share.
Since receiving PEP’s initial proposal, Spotless has continued to review the work that had been completed prior to responding to PEP’s initial proposal. Spotless has also continued to actively engage with shareholders in regard to its business and PEP’s initial proposal.
On the basis of PEP’s revised proposal, Spotless will continue to seek to engage with both PEP and its shareholders, which may or may not lead to a proposal that the Spotless directors would support and ultimately recommend to Spotless shareholders.
As part of this engagement with PEP, Spotless will offer PEP a management presentation to ensure PEP has a full understanding of the Spotless directors’ view on each of Spotless’ businesses.
The Spotless management presentation will also address certain due diligence matters relating to a change of control, including matters specifically raised by PEP.
A copy of the Spotless management presentation will be released to the ASX and the NZX and Spotless will continue to update shareholders as appropriate.