UPDATE: Bapcor stake in Hellaby tips over 50%, higher threshold condition waived

Tuesday 10th January 2017

(Changes parts 1 - 4 to reflect Bapcor comment)

ASX-listed auto-parts company Bapcor now owns more than half of Hellaby Holdings, and will waive its 90 percent condition on its takeover offer.

According to its latest disclosure today, Bapcor now holds 50.1 percent of the shares in Hellaby, an increase from the 48.7 percent it held as of last Wednesday. Under its takeover offer made in October, it wanted to buy up to 90 percent of Hellaby at $3.60 per share, a threshold which would let it enforce mop-up provisions to take the company private.

Bapcor said today it had waived the 90 percent condition, which it first said it might do in December, as it has received acceptances for more than 50 percent of the shares, meaning the minimum acceptance condition has been satisfied. The offer is still subject to no adverse events occurring, and shareholders have until Jan. 18 to accept it.

"Bapcor is in the process of engaging with the independent directors of Hellaby about satisfaction or waiver of the remaining conditions and, if these conditions are satisfied or waived, and the offer is declared unconditional, Bapcor gaining appropriate representation on the Hellaby board in an efficient manner," it said in a statement to the NZX. "Bapcor believes that the Hellaby shareholders should now view Bapcor’s offer of $3.60 cash per Hellaby share as the best way to optimise their investment."

As of the latest disclosure, Bapcor had conditional acceptances for a further 1.37 million shares, or about 1.4 percent, based on the offer becoming unconditional.

Hellaby's board advised shareholders not to accept the offer, which it said undervalues the company. In December, Bapcor lifted its offer to $3.60 from the initial $3.30 bid but said it would not increase the price further despite Hellaby's directors seeking an additional 18 cents per share dividend.

Hellaby shares last traded at $3.52, up 23.5 percent in the last year, while Bapcor last traded at A$6.03, up 51.5 percent in the year.

BusinessDesk.co.nz

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