Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

<ul>
<li>After <a href="https://www.smartkarma.com/entities/boral-ltd" target="_blank" data-smartkarma-citation="entities:1487:1" rel="noopener">Boral (BLD AU)</a> rejected <a href="https://www.smartkarma.com/entities/seven-group-holdings-ltd" target="_blank" data-smartkarma-citation="entities:803:1" rel="noopener">Seven Group (SVW AU)</a>'s cash/scrip Offer, Seven slammed the Independent Expert's report, calling the Target Statement "unbalanced, selective and risks fundamentally misleading Boral minority shareholders".</li>
<li>Seven has now <a href="https://announcements.asx.com.au/asxpdf/20240412/pdf/062ftn1ssxyxr3.pdf" target="_blank" rel="noopener">waived</a> certain tendering thresholds, increasing the cash terms to A$1.70/share from A$1.50/share. Boral will also pay a fully-franked dividend of A$0.26/share, providing A$0.11/share of franking credits. </li>
<li>The IE now considers the Offer to be reasonable. Boral's board recommends shareholders to accept. This is done.</li>
</ul>


After Boral (BLD AU) rejected Seven Group (SVW AU)'s cash/scrip Offer, Seven slammed the Independent Expert's report, calling the Target Statement "unbalanced, selective and risks fundamentally misleading Boral minority shareholders".
Seven has now waived certain tendering thresholds, increasing the cash terms to A$1.70/share from A$1.50/share. Boral will also pay a fully-franked dividend of A$0.26/share, providing A$0.11/share of franking credits. 
The IE now considers the Offer to be reasonable. Boral's board recommends shareholders to accept. This is done.


<ul>
<li>In its 19th March <a href="https://announcements.asx.com.au/asxpdf/20240319/pdf/061mx1h6k67t9n.pdf" target="_blank" rel="noopener">Target Statement</a>, <a href="https://www.smartkarma.com/entities/boral-ltd" target="_blank" data-smartkarma-citation="entities:1487:1" rel="noopener">Boral (BLD AU)</a> rejected <a href="https://www.smartkarma.com/entities/seven-group-holdings-ltd" target="_blank" data-smartkarma-citation="entities:803:1" rel="noopener">Seven Group Holdings (SVW AU)</a> cash/scrip Offer after the independent expert (IE) concluded the Offer was neither fair nor reasonable.</li>
<li>In its updated <a href="https://announcements.asx.com.au/asxpdf/20240326/pdf/061vsvffvl5csw.pdf" target="_blank" rel="noopener">Bidder's Statement</a>, Seven slammed the IE report and its conclusions, calling the Target Statement "unbalanced, selective and risks fundamentally misleading Boral minority shareholders".</li>
<li>Of interest: the IE's maximum value for Seven's Offer is just 1.7% below its fair valuation range. Including a control premium. Yet Seven obtained control of Boral in July 2021. </li>
</ul>


In its 19th March Target Statement, Boral (BLD AU) rejected Seven Group Holdings (SVW AU) cash/scrip Offer after the independent expert (IE) concluded the Offer was neither fair nor reasonable.
In its updated Bidder's Statement, Seven slammed the IE report and its conclusions, calling the Target Statement "unbalanced, selective and risks fundamentally misleading Boral minority shareholders".
Of interest: the IE's maximum value for Seven's Offer is just 1.7% below its fair valuation range. Including a control premium. Yet Seven obtained control of Boral in July 2021. 


Boral (BLD AU): Seven Slams “Fundamentally Misleading” IE Report

<ul>
<li>Back on the 19 Feb, <a href="https://www.smartkarma.com/entities/seven-group-holdings-ltd" target="_blank" data-smartkarma-citation="entities:803:1" rel="noopener">Seven Group Holdings (SVW AU)</a> made a cash/scrip Offer for <a href="https://www.smartkarma.com/entities/boral-ltd" target="_blank" data-smartkarma-citation="entities:1487:1" rel="noopener">Boral Ltd (BLD AU)</a> shares not owned, with certain tendering thresholds triggering more cash. </li>
<li>Boral has now recommended shareholders to <a href="https://announcements.asx.com.au/asxpdf/20240319/pdf/061mx1h6k67t9n.pdf" target="_blank" rel="noopener">reject</a> the Offer after the independent expert (Grant Samuel) concluded the Offer is neither fair nor reasonable, supporting the view of Boral's board.</li>
<li>Grant Samuel backed out a price range of $6.50-$7.13/share, versus SGH's Offer of $5.96-$6.19/share; and up to $6.39/share including the conditional payments. SGH's terms were best &amp; final.</li>
</ul>


Back on the 19 Feb, Seven Group Holdings (SVW AU) made a cash/scrip Offer for Boral Ltd (BLD AU) shares not owned, with certain tendering thresholds triggering more cash. 
Boral has now recommended shareholders to reject the Offer after the independent expert (Grant Samuel) concluded the Offer is neither fair nor reasonable, supporting the view of Boral's board.
Grant Samuel backed out a price range of $6.50-$7.13/share, versus SGH's Offer of $5.96-$6.19/share; and up to $6.39/share including the conditional payments. SGH's terms were best &amp; final.


IPOs and Catalysts/Events, Global Equity Research Ltd

Arun George

IPOs and Catalysts/Events

Uncompromised, Independent, Conflict-Free Research

Global Equity Research Ltd

Global Equity Research was started in 2017 by a group of experienced research professionals. It was founded on a passionate belief in the importance and the need for uncompromised, independent, conflict-free research. We aim to provide differentiated and actionable primary and bottom up fundamental research.

<ul>
<li>
<a href="https://www.smartkarma.com/entities/seven-group-holdings-ltd" target="_blank" data-smartkarma-citation="entities:803:1" rel="noopener">Seven Group Holdings (SVW AU)</a> has launched a takeover offer for <a href="https://www.smartkarma.com/entities/boral-ltd" target="_blank" data-smartkarma-citation="entities:1487:1" rel="noopener">Boral Ltd (BLD AU)</a>. The minimum consideration is A$6.05 (A$1.50 cash and 0.1116 SVW shares per BLD share).</li>
<li>Based on SVW reaching certain voting thresholds, the offer could be increased by an additional A$0.20 cash per share, implying a maximum consideration of A$6.25 per share.</li>
<li>While the low offer premium could deter acceptances, SVW aims to spur acceptances by warning it will delist BLD and not pay dividends for the foreseeable future. </li>
</ul>



Seven Group Holdings (SVW AU) has launched a takeover offer for Boral Ltd (BLD AU). The minimum consideration is A$6.05 (A$1.50 cash and 0.1116 SVW shares per BLD share).
Based on SVW reaching certain voting thresholds, the offer could be increased by an additional A$0.20 cash per share, implying a maximum consideration of A$6.25 per share.
While the low offer premium could deter acceptances, SVW aims to spur acceptances by warning it will delist BLD and not pay dividends for the foreseeable future. 


Boral (BLD AU): Seven Group (SVW AU)’s Carrot and Stick Offer

<ul>
<li>After <a href="https://www.smartkarma.com/entities/boral-ltd" target="_blank" data-smartkarma-citation="entities:1487:1" rel="noopener">Boral (BLD AU)</a> rejected <a href="https://www.smartkarma.com/entities/seven-group-holdings-ltd" target="_blank" data-smartkarma-citation="entities:803:1" rel="noopener">Seven Group (SVW AU)</a>'s $6.50/share Offer in 9 June 2021, Seven bumped to $7.30 cash if they got to 29.5%, and $7.40 if 34.5%.</li>
<li>Seven reached 29.5% by July 1, 34.5% less than a week later, then 52.65% on the 15 July, and at the close of the Offer (29 July 2021), held <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02401391-2A1312716" target="_blank" rel="noopener">69.6%</a>.  </li>
<li>Seven, now holding 71.6%, has made a cash/scrip Offer for shares not owned, with certain tendering thresholds triggering more cash. Terms are best &amp; final.</li>
</ul>


After Boral (BLD AU) rejected Seven Group (SVW AU)'s $6.50/share Offer in 9 June 2021, Seven bumped to $7.30 cash if they got to 29.5%, and $7.40 if 34.5%.
Seven reached 29.5% by July 1, 34.5% less than a week later, then 52.65% on the 15 July, and at the close of the Offer (29 July 2021), held 69.6%.  
Seven, now holding 71.6%, has made a cash/scrip Offer for shares not owned, with certain tendering thresholds triggering more cash. Terms are best &amp; final.


Australia

Boral Limited is a manufacturer and supplier of building and construction materials in Australia and internationally.  Boral supplies building products to the residential and commercial building markets, operates clay brick business in the U.S. (for clay roof tiles and fly ash) along with the production of plasterboard, timber products and concrete products.

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