Henry Morgan announces takeover bid from John Bridgeman

Henry Morgan Limited (ASX: HML) announced an off-market takeover bid from John Bridgeman Limited (NSX: JBL). HML shareholders have been informed about the suspension of trading in JBL at NSX as per NSX Listing Rule 2.18 effective from 10 April 2019. The suspension is supposed to remain in place while NSX conducts inquiries into JBL. As at the date of the supplementary Bidder’s statement, NSX has not advised JBL of the substance of its inquiries, nor of what information or response JBL is required to provide to NSX in satisfaction of NSX’s inquiries, in order for trading in JBL to be reinstated.

JBL intends to cooperate with any queries from NSX and will take all reasonable steps to achieve the reinstatement of trading in JBL as soon as possible.

As set out in the Replacement Bidder’s statement and HML’s target’s statement as supplemented by HML’s first, second, third and fourth supplementary target’s statements, trading in HML has been suspended for over 20 months, and ASX has not indicated to HML what may be required to lift the suspension.

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The replacement bidder’s statement provided that, subject to the available trading market in JBL shares, the offer may present an opportunity for HML shareholders to exit their position in HML, given the suspension of trading in HML securities.

JBL accordingly notes to HML shareholders who may be considering whether or not to accept the offers that the ability for HML shareholders to exit their position following the issue of JBL shares to HML shareholders who accept the offer, is dependent upon the reinstatement of trading on NSX as soon as possible, if trading in JBL is ultimately not reinstated, the holders of JBL shares including the HML shareholders who accept the offer, may be unable to exit their position.

All references in the Replacement Bidder’s statement to the offer-providing HML shareholders with an opportunity to exit their position in HML should be, as at the date of this Supplementary Bidder’s Statement, read in conjunction with and qualified by the statements in section 2 of the Supplementary Bidder’s Statement.

The Supplementary Bidder’s Statement has been accepted by the unanimous resolution of John Bridgeman Limited’s directors.

In a previous update, HML’s registered shareholders such as Kearney Holdings (QLD) Pty Ltd ATF J A Kearney Super Fund, , Lyle Patrica Marcus, New Wood Enterprises Ltd (a company incorporated in Hong Kong and Victor John Plummer (the Requisitioners), collectively hold at least 5% of the votes that may be cast at the general meeting of Henry Morgan Limited. As per section 203D(2) of the Corporations Act 2001, the Requisitioners gave notice that they intend to pass the resolution for appointment and removal of directors from the company’s board. 

On stock information, at the time of writing (on April 11, 2019) the stock of Henry Morgan was reported at a price of $1.99 (Last trading date 09 June 2017) with the market capitalization of ~$30.65 Mn. Its loss per share was reported at 0.445 AUD.


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