Benjamin Hornigold Limited (ASX: BHD) is an investment company engaged in the business of providing its investors with an opportunity to gain exposure to the investment portfolio managed by John Bridgeman Limited.
John Bridgeman Limited refers to the previous announcements in respect of its off-market takeover offer to acquire all the issued shares and options in Benjamin Hornigold Limited that is not currently owned by John Bridgeman Limited.
Today, on 28th May 2019, the Board of John Bridgeman announced that it has decided to increase the consideration being offered from 1 JBL share per BHD share to 1.5 JBL shares for each BHD share.
John Bridgeman offers 1.5 JBL Shares for each BHD share and 0.5 JBL option for each BHD option to the BHD security holders. The increased consideration will apply to all acceptances received to-date. The Benjamin Hornigold Limited Offer is not subject to any minimum acceptance level. The directors of JBL believe that a merger of BHD and JBL would be in the interests of the securityholders of both companies. Bridgeman will shortly release a second supplementary Bidder's Statement in relation to the increased consideration.
Change of Interest of Substantial Holder (Source: Company Reports)
John Bridgeman had a change of interest of substantial holdings in Benjamin Hornigold Limited with a current voting power of 4.13% as compared to a previous voting power of 3.91%.
The JBL securities were suspended from trading on 10th April 2019. As at the date of this Bidder's Statement, this suspension has not been lifted. JBL is engaged with NSX and continuing to respond to any queries raised by NSX to seek the reinstatement of its securities to NSX as early possible. It is noted, however, that this is ultimately subject to the discretion of NSX.
Trading in the securities of BHD has also been suspended since 30th July 2018. BHD is a listed investment company, whose value is largely determined by the investment assets it owns, whereas in contrast, JBL is an operating company, whose value is based on its earnings streams and future earnings potential. Accordingly, a comparison of the NAV or NTA position of the companies would not be a like-for-like comparison.
JBL also recently made offers by way of an off-market takeover bid for all the issued shares in Henry Morgan Limited (ASX: HML), an ASX-listed investment company. Following the close of an offer, JBL obtained a relevant interest in 46.28% of HML. JBL anticipates that HML's accounts will be consolidated into JBL's consolidated group accounts going forward.
One of the key investments held by JBL is in JB Financial Group Pty Ltd, an unlisted company, whose business strategy has been to develop and expand businesses, where it believes it has a strong competitive advantage, primarily in foreign exchange and market trading. However, on 4th March 2019, JBL announced that it had terminated the acquisition of JB Financial Group. JBL retains its 7.70% direct interest in JB Financial Group.
The stock is currently suspended from trading on ASX. The stock of Benjamin Hornigold Limited last traded at $0.710 on 30 July 2018.
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