NRW Holdings (ASX: NWH) has declared that its recommended takeover offer for Primero Group is now unconditional.
HIGHLIGHTS:
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NRW recommended takeover offer for Primero now unconditional.
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Payment terms accelerated to 10 business days on receipt of valid acceptances.
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Primero shareholders who have yet to accept the Offer are urged to do so without delay before the Offer closes.
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Offer currently scheduled to close at 7.00pm (Sydney time) on Friday, 12 February 2021 (unless further extended).
NRW Holdings Limited (ASX: NWH) (“NRW”) refers to its recommended conditional off-market takeover offer (“Offer”) for all the fully paid ordinary shares on issue in Primero Group Limited (ASX: PGX) (“Primero”).
As at market close on 2 February 2021, the aggregate percentage of Primero shares in respect of which NRW had a relevant interest and the facility agent held acceptance instructions was 74.021%.
Offer now unconditional
NRW is pleased to announce that it has declared its Offer free from all the conditions in section 10.11 of NRW’s Bidder’s Statement dated 2 December 2020 (as supplemented) (Bidder’s Statement). Accordingly, the Offer is now unconditional.
Attached to this announcement is a formal notice under section 650F of the Corporations Act 2001 (Cth) (Corporations Act) freeing the Offer of the defeating conditions and a formal notice under section 630(4) of the Corporations Act in relation to the fulfilment of the condition in section 10.11(k) of the Bidder’s Statement, which were given to Primero earlier today.
Accelerated payment terms
NRW also confirms that:
(a) Primero shareholders who validly accepted the Offer made to them before it was declared unconditional (ie before the date of this announcement) will be paid their cash consideration and issued with their NRW shares by no later than 17 February 2021; and
(b) All other Primero shareholders who have yet to validly accept the Offer made to them will be paid their cash consideration and issued with their NRW shares within 10 business days of their acceptance being processed in accordance with the terms of the Offer.
Acceptance under the Institutional Acceptance Facility
NRW has confirmed to Pacific Custodians Pty Ltd ACN 009 682 866 19 (Facility Agent) today that NRW has declared the Offer free of all the conditions in section 10.11 of the Bidder’s Statement (Confirmation Letter). Upon receiving the Confirmation Letter, the Facility Agent must effect the formal acceptance of the Offer for all shares in the institutional acceptance facility.
Primero shareholders encouraged to accept the Offer
NRW urges all Primero shareholder who have not yet accepted the Offer made to them to ACCEPT WITHOUT DELAY before the Offer closes and take advantage of the accelerated payment terms to become a NRW shareholder.
The Offer is currently scheduled to close at 7.00pm (Sydney time) on Friday, 12 February 2021 (unless further extended).
If NRW acquires a relevant interest in Primero of 90% or more, NRW intends to proceed with compulsory acquisition of any outstanding Primero shares under Part 6A of the Corporations Act. If this occurs, Primero shareholders who have their Primero shares acquired compulsorily will NOT be eligible for accelerated payment terms.
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.
