今日热门事件has appointed Morgan Stanley Wealth Management Australia Pty Ltd (Morgan Stanley) to sell 28,127,957 ordinary shares (Total Sale Shares) in Yowie Group Ltd (Yowie).听
The sale follows a decision by the Takeovers Panel (the Panel) to vest shares in the Commonwealth for sale by ASIC. As of 2 July 2019, the Total Sale Shares represent approximately 12.92% of Yowie鈥檚 issued capital.聽
The sale process will follow the requirements specified in the Panel鈥檚 orders. These are included in lodged with the ASX on 30 April 2019. Under the orders:聽
- Morgan聽Stanley will use the most appropriate sale method to secure the best聽available sale price for the Total Sale Shares that is reasonably聽available at that time and will dispose of the Total Sale Shares within聽three months from Morgan Stanley鈥檚 appointment;
- Wilson Asset Management (International) Pty Limited (WAMI) or its associates may not, directly or indirectly, acquire any of the 27,073,809 Total Sale聽Shares previously held by WAMI (WAMI Sale Shares);
- Keybridge聽Capital Limited (Keybridge) or its associates may not, directly or聽indirectly, acquire any of the 1,054,148 Total Sale Shares previously held聽by Keybridge (Keybridge Sale Shares); and
- Unless the Sale Shares are sold on market, prospective purchasers of:
- WAMI Sale Shares must provide聽a statutory declaration that they are not associated with WAMI or its聽associates; and
- Keybridge Sale Shares must聽provide a statutory declaration that they are not associated with Keybridge or its associates.
Background
On 26 April 2019, the Takeovers Panel made a declaration of unacceptable circumstances in relation to the affairs of Yowie on the basis that both WAMI鈥檚 acquisition of Yowie shares between 13 and 27 March 2019 and Keybridge鈥檚 acquisition of Yowie shares between 2 and 10 April 2019 resulted in a contravention of section 606 of the Corporations Act 2001 (the Act) and that WAMI contravened section 671B of the Act by failing to give details of its deemed relevant interest in Yowie shares.聽
The Panel鈥檚 orders required that the 27,073,809 Yowie shares held by WAMI, comprising of the Yowie shares acquired by WAMI between 13 and 27 March 2019, and the 1,054,148 Yowie shares held by Keybridge, comprising of the Yowie shares acquired by Keybridge between 2 and 10 April 2019, be vested in 今日热门事件for sale. Under the orders, the Total Sale Shares are to be sold by an investment bank or broker and the proceeds to be accounted to WAMI and Keybridge, respectively (on a pro rata basis), net of the costs, fees and expenses incurred by 今日热门事件and the Commonwealth.聽
On 31 March 2015, following a public tender process, 今日热门事件entered in to a deed of standing offer with Morgan Stanley for the provision of stockbroking services. As Morgan Stanley was able to provide 今日热门事件with a statutory declaration that it was not aware of any conflicts of interest, it has been appointed to sell the Sale Shares under the standing arrangement.聽
Inquiries about the sale process should be directed to:聽
Jamiee Honter, Morgan Stanley Wealth Management
Tel: (03) 9188 2202