John Bridgeman Limited (NSX: JBL), in its previous announcements, had expressed its interest regarding the proposal for all of the shares and options in Benjamin Hornigold Ltd (ASX: BHD), that it does not own.
On 5 March 2019, JBL announced that the board of company is now determined not to proceed with its current bid for BHD.
As a result of the orders made by the Takeovers Panel on 8 February 2018, all the previous acceptance of the JBL’s offer for shares and options in BHD got cancelled, and the offer made by JBL will also get lapsed.
On 10 September 2019, JBL announced its intention to make an off-market takeover offer to acquire all the issued shares and options in BHD that it does not own as well as acquire all the shares in Henry Morgan Limited which it does not hold.
John Bridgeman made an offer to BHD shareholders, where it proposed that shareholders in BHD will receive 0.65 JBL shares for each BHD shares and 0.5 JBL option for each BHD option. In accordance with the Bid Implementation agreement entered with JBL, the independent directors were considering the BHD offer.
Further terms and conditions of the offer:
The offer was subjected to a limited number of conditions. These included:
- 1% acceptance condition as well as other customary conditions.
- Unless the due diligence of JBL on HML and BHD to JBL’s satisfaction was completed, the obligations of the parties into the agreement were not binding.
- Unless the condition were satisfied, the parties involved in the Bid Implementation agreement held the right to terminate the agreement without any liability to any of the party
The details about the offer made by JBL has been mentioned in the Bid Implementation agreement.
On 28 February 2019, BHD announced its half-yearly results for the period ended 31 December 2018. During the period, the company generated a negative revenue of $508,596 which declined by 107.9% to $508,596. There was a decrease in the Loss from ordinary activities after tax attributable to the owners of the company by 161.5% to $1,902,469.
During the period, the company entered into a loan agreement with John Bridgeman Limited worth $4,500,000 for 18 months at an interest of 11.5% p.a. The loan amount was used for the repayment of $4,169,237 which also included the performance fees from the investment manager.
Also, the period witnessed significant changes in the state of affairs, where an offer was made by JBL to acquire all the shares and option of the company.
If we look at the cash flow statement of the company, there was a net cash inflow of $3,646,476 through the operating activities of the company. The primary source of cash inflow was due to the sale of foreign currency as well as the sale of listed shares and options. There was a net cash outflow of $1,934,153 through the investing activities. By the end of the period, the net cash and cash equivalent to the company was $2,833,570.
The shares of Benjamin Hornigold Limited traded last on 30 July 2018. The closing price of the stock was A$0.710 with approximately 24.16 million outstanding shares.
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