Announcement
TRANSACT: FIN: Release of Target Company Statement
08:30am
FIN
06/04/2020 08:30
TRANSACT
PRICE SENSITIVE
REL: 0830 HRS Finzsoft Solutions Limited
TRANSACT: FIN: Release of Target Company Statement
6 April 2020
RELEASE OF TARGET COMPANY STATEMENT
On 23 March 2020, Finzsoft Solutions Limited (NZX: FIN) (Finzsoft) received
notice from certain named participants in an unincorporated joint venture
named Finzsoft Joint Venture (FIN JV) that it had sent its full offer under
the Takeovers Code to purchase all of the fully paid ordinary shares in
Finzsoft at $1.15 in cash per share (the Offer).
As disclosed on 10 March 2020, the Board of Finzsoft formed a Board committee
to oversee Finzsoft's response, including to the Offer. The committee members
are independent directors Bob McKinnon and Josephine Grierson.
Finzsoft has today released its target company statement prepared in response
to the Offer, including the report from independent adviser Simmons Corporate
Finance on the merits of the Offer. The target company statement (including
independent adviser's report) accompanies this announcement and is being sent
to shareholders today.
Consistent with the Board committee's announcement on 26 March 2020, the
Board committee unanimously recommends that you accept the Offer as soon as
possible because:
o the Offer is unconditional and the level of acceptances received pursuant
to the Offer exceeds 90% (being the threshold at which FIN JV may exercise
its right to compulsorily acquire the remaining shares);
o FIN JV has stated that it will exercise its right to compulsorily acquire
the remaining shares for $1.15 per share in cash, which price cannot, under
the Takeovers Code, be challenged by shareholders. The basis on which that
price cannot, under the Takeovers Code, be so challenged is set out in
section 2.7 of the independent adviser's report;
o if you accept the Offer, FIN JV intends to pay the consideration within two
working days of receipt of your acceptance and, at the latest, you will be
paid no later than five working days after the date on which FIN JV receives
your acceptance. By contrast, if you do not accept the Offer, your shares
will be compulsorily acquired, and the consideration for your shares will be
paid, some time after the Offer closes (i.e., after 22 April 2020).
Accordingly, you should accept the Offer as soon as possible; and
o the independent adviser is also "of the view that shareholders should
accept the [Offer] as soon as possible".
END
Contact details regarding this announcement:
Robert McKinnon
Chairman of the Board and of the Board committee
Finzsoft Solutions Limited
Telephone: +61 414 503 937
End CA:00351270 For:FIN Type:TRANSACT Time:2020-04-06 08:30:45
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