Propertylink Group (ASX: PLG) held its Extraordinary General Meeting on 15 November 2018 which was requisitioned by Centuria Investment Holdings Pty Ltd that holds approximately 18.7 percent of Propertylink securities. Centuria has requisitioned resolutions to remove the current Directors of Propertylink other than the Managing Director and it has nominated six replacement candidates for election. Centuria is concerned that the current Board is pursuing a bid for Centuria Industrial REIT that is no longer applicable in light of the ESR takeover offer.
The Board of Propertylink believes that Centuria’s concerns are without merit and they have unanimously recommended the shareholders to Vote Against all the resolutions proposed by Centuria. On 25 October 2018, PLG released a letter to the securityholders in which it has provided reasons why the board believes that Centuria concerns are without merit. The Directors believe that replacing six out of seven of the current Directors could potentially disrupt implementation of the Proposal. The current Directors are having knowledge of Propertylink’s assets, investment management business, financing arrangements, ownership structure, lenders and stakeholder relationships which are crucial to consideration and, if applicable, implementation of the Proposal. ESR who is having a 19.9 percent interest in PLG, has announced that it is also planning to vote against all of the resolutions which are proposed by Centuria at the Meeting. The Directors further reiterate that if the resolutions are passed, Centuria and CNI will gain effective control of Propertylink without paying an appropriate control premium to all Propertylink securityholders.
While providing the summary of the current situation of the company, the chairman updated the shareholders about the ESR takeover offer by informing them about recently announced binding Bid Implementation Agreement with ESR in relation to ESR’s proposal to acquire all Propertylink securities. ESR’s Offer price of $1.20 per security represents a meaningful premium to the closing price of Propertylink securities immediately prior to the announcement of ESR’s initial proposal to acquire Propertylink, and to Propertylink’s reported and pro forma net tangible assets at 30 June 2018.
The Propertylink’s board has unanimously recommended its securityholders to ACCEPT the Offer, in the absence of a superior proposal. Propertylink securityholders are not required to take any action until they receive ESR’s bidder’s statement. The Board has also decided that it is not going to proceed with its non-binding, indicative proposal to acquire the Centuria Industrial REIT, or CIP, subject to the ESR Offer being implemented. Propertylink has reserved the right to proceed with a proposal to acquire CIP in the event the ESR Offer is unsuccessful.
As per the EGM Results, none of the resolutions proposed by Centuria have been carried out.
In the last three months, the share price of the company increased by 14.98 percent as on 14 November 2018. PLG’s shares traded at $1.190 with a market capitalization of circa $717.31 million as on 15 November 2018 (AEST 4:00 PM).
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