NRW Holdings (ASX: NWH) has updated the market in reference to its recommended off-market takeover offer to acquire all of the fully paid ordinary shares in Primero Group Limited which was announced on 24 November 2020.
NRW now holds a relevant interest in 98.43% of Primero’s shares.
NRW is moving to compulsory acquisition of the remaining shares in Primero.
NRW Offer will close at 7.00pm (Sydney time) on 19 February 2021.
Primero shareholders who accept the Offer before it closes will receive their consideration sooner than through compulsory acquisition.
Trading in Primero shares on ASX will be suspended 5 business days after today.
As at the date of this announcement, NRW had a relevant interest in 98.43% of Primero’s shares.
Closing date of the offer and compulsory acquisition
The Offer is scheduled to close at 7.00pm (Sydney time) on 19 February 2021 and will not be further extended.
As a result of having a relevant interest in greater than 90% of Primero’s shares, NRW will now proceed to acquire the remaining Primero shares under the compulsory acquisition provisions of the Corporations Act 2001 (Cth) (Corporations Act). The compulsory acquisition will be on the same terms as the Offer, that is, $0.275 cash and 0.106 NRW shares for every Primero share.
The compulsory acquisition process, which is subject to the Corporations Act, is likely to take approximately 4 to 6 weeks, but may take longer in some circumstances.
Primero shareholders who have not yet accepted the Offer may still, and are urged to, do so before the Offer closes at 7.00pm (Sydney time) on 19 February 2021 in order to receive their consideration within 10 business days of their acceptance being processed. Otherwise, their Primero shares will be compulsorily acquired and they will have to wait at least four weeks to receive their consideration.
Primero shareholders should also be aware that they may not be able to sell their Primero shares onmarket after 23 February 2021, which is when trading in Primero shares on ASX is likely to be suspended in accordance with ASX Listing Rule 17.4.