NRW Holdings Limited (ASX: NWH) today provided the following updates in relation to its recommended conditional off-market takeover offer for all the fully paid ordinary shares on issue in Primero Group Limited (ASX: PGX).
NRW’s Offer to be extended to 7.00pm (Sydney time) on 12 February 2021 (unless further extended or withdrawn).
NRW announces its Offer price is now final and will not be increased (in the absence of a superior proposal).
NRW has now received acceptances in respect of 61.55% of Primero shares.
All Primero directors have accepted NRW’s Offer in respect of their own shareholdings.
NRW has now received acceptances under the Offer in respect of 61.55% of the Primero shares on issue. Importantly, all of Primero’s directors have now accepted the Offer in respect of their own shareholdings and the Primero directors continue to unanimously recommend that Primero shareholders ACCEPT the Offer, in the absence of a superior proposal.
Extension of the Offer Period
In order to provide those Primero shareholders that have not yet accepted the Offer adequate time to do so, NRW intends to extend the closing date of the Offer such that the Offer will now close at 7.00pm (Sydney time) on 12 February 2021 (unless further extended or withdrawn).
As a result of the extension of the Offer Period, the date for giving notice on the status of the defeating conditions is now 4 February 2021 (unless the Offer Period is further extended).
A formal notice under sections 650D and 630(2)(b) of the Corporations Act in connection with the extension of the Offer Period has been lodged with ASIC and provided to Primero and is in the process of being sent to Primero shareholders. A copy of this notice, together with a copy of the letter being sent to Primero shareholders, is attached to this announcement.
Offer price now final
Under the Offer, Primero shareholders will receive:
$0.275 cash; plus
0.106 NRW shares per Primero share (Offer Price).
NRW’s now confirms that the Offer Price is final and will not be increased (in the absence of a superior proposal).
As at the date of announcement of the Offer, the Offer valued the Primero shares at $0.55 each. Based on the closing share price of NRW on 12 January 2021, the Offer valued the Primero shares at $0.59 each.
Primero shareholders that have any questions relating to the Offer or how to accept the Offer made to them should contact the NRW Information Line on 1300 222 378 (within Australia) or +61 1300 222 378 (for international callers), or your professional financial adviser.
Primero shareholders will shortly receive a letter confirming the above arrangements together with a new acceptance form and reply paid envelope for those Primero shareholders who are yet to accept the Offer made to them. Please note that Primero shareholders may also return their signed acceptance form by email to email@example.com and post original documents in accordance with the instructions set out in the acceptance form.
NRW’s Managing Director Jules Pemberton said the Board was pleased with the strong support already received for NRW’s takeover offer by Primero shareholders. “The NRW Board looks forward to successfully completing the takeover offer so we can expand our service offering via NRW’s Minerals, Energy and Technologies division and the ability to offer clients continuity of services across the whole lifecycle of resource projects – from early planning, design, development, construction to operations and maintenance”, Mr Pemberton said.