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The Agency Group’s annual general meeting (AGM) that could decide its future ownership is set to get underway very shortly, as details as to Magnolia Equities III Pty Ltd’s bidder’s statement are released to the public.
This Monday morning, a copy of Magnolia’s bidder’s statement in relation to its off-market takeover bid for all of the ordinary shares in The Agency Group was published, after being lodged with the Australian Securities and Investments Commission on Sunday.
The annual general meeting will now be commencing at 9am WST in Perth, after the Australian government Takeovers Panel made an interim order which required the group to defer several of the resolutions contained in The Agency Group’s notice of AGM – including that of its future ownership and consideration of the Peters Proposal.
The AGM was then postponed to 30 December 2020 on 22 December, before the current date of 4 January was then announced on 29 December 2020.
According to Magnolia, in the bidder’s statement it provided to shareholders of The Agency: “Magnolia is offering 4.0 cents for each of your AU1 shares which Magnolia considers is a superior alternative to the current Peters Proposal”.
Within its letter, Magnolia said “there are a number of important reasons why you should accept Magnolia’s offer”, before outlining eight reasons.
Those reasons reported included: that shareholders could expect to receive a 0.7 per cent premium if the Peters Proposal was implemented, the offer represents “a sound exit opportunity for shareholders”, and the provision of cash consideration provides value certainty.
Magnolia further argued that the future of The Agency “is highly uncertain given the concerns relating to financial performance and management, corporate governance, and conflict management of the current AU1 board”.
According to the group, which currently holds 16.65 per cent of The Agency shares, if the offer is not accepted, the market price may fall.
Magnolia also warned shareholders may risk becoming minority shareholders if they do no accept the offer, and reiterated its position that Nexia – The Agency’s own independent expert – had “concluded that the Peters Proposal is not fair”.
In a response to Magnolia’s third-party appointed review of the report compiled to assess the Peters Proposal dated late December, Nexia noted it had previously concluded that the Peters Proposal “was not fair but reasonable”.
Within its response to the comments made by the third-party reviewer engaged by Magnolia, Nexia said its stance on the Peters Proposal “remains to be not fair but reasonable”, with no replacement of the independent expert report being necessary.
In anticipation of the AGM, The Agency’s board also announced it would encourage shareholders to consider the information provided by Nexia as to its continued stance on the Peters Proposal.
The Agency requested a trading halt on 29 December, and subsequently announced a suspension from official quotation on 31 December 2020.
REB first reported on Magnolia’s intention to make a cash takeover bid for 100 per cent of the fully paid ordinary shares of The Agency Group on Monday, 7 December.
More to come.
ABOUT THE AUTHOR
Grace Ormsby
Grace is a journalist across Momentum property and investment brands. Grace joined Momentum Media in 2018, bringing with her a Bachelor of Laws and a Bachelor of Communication (Journalism) from the University of Newcastle. She’s passionate about delivering easy to digest information and content relevant to her key audiences and stakeholders.
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