ASX-listed Centuria Capital is making another tilt at Augusta Capital, offering $1 a share for the 76.7 per cent it doesn't already own.
That's half the per-share amount it was prepared to pay in January, but Augusta's issued shares have expanded about 88 per cent following its May capital raising.
As with the earlier bid, the new offer is a mix of cash and Centuria's stapled securities, but unlike the previous offer, Augusta's shareholders don't get a choice; the new offer is 20 cents cash and 0.392 Centuria securities per Augusta share.
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The new offer values Augusta at $169.5 million compared with Centuria's earlier offer valuing it at $180 million – Augusta raised $45 million in May from a placement and rights issue priced at 55 cents per share, which is how Centuria gained its existing stake.
At the moment, it isn't a formal offer and Centuria has between 14 and 30 days from today to make it formal.
But Augusta managing director Mark Francis and fellow Augusta founder, Bryce Barnett, have agreed to a lockup agreement with Centuria for their shares, taking Centuria's interests to 42.1 per cent.
"Shareholders should be aware that Centuria is not legally obliged to make an offer during that period and, if it does not do so, Centuria's takeover notice will lapse," the company said in a statement to NZX.
Wait for adviser report
In the meantime, Augusta's directors are telling shareholders not to sell their shares until further notice while the board appoints a committee of directors to oversee the response and to appoint an independent adviser.
Nevertheless, Augusta shares shot up more than 40 per cent to as much as 96 cents from Friday's close at 68.5 cents before easing to 92 cents. The shares peaked at $2.19 in February.
Augusta's pro-forma net tangible asset backing per share at March 31 was 46 cents.
"We believe the offer represents a compelling proposition for Augusta shareholders, offering a combination of cash and Centuria stapled securities at an attractive premium to the current Augusta share price," Centuria chair Garry Charny said in a letter to Augusta shareholders.
"On completion, you would gain access to a much larger, high quality and highly complementary trans-Tasman real estate platform through holding securities in the merged entity," Charny said.
"The merged entity would manage assets of A$8.9 billion and Centuria wishes to expand Augusta's operations in New Zealand in cooperation with the existing management team through the sharing of systems, resources and the deployment of additional capital."
Charny said his company's board is "confident that, not only is a larger group better placed to weather the current covid-19 situation, but crucially it will be better placed to take advantage of new opportunities as the pandemic unwinds in Australasia."
While Centuria's bid for Augusta is its first venture outside Australia, its joint chief executives are well-known in New Zealand, Jason Huljich through his family, and John McBain because he used to work for former property syndicator Waltus, based in Sydney.
The coronavirus crisis has taken a heavy toll on Augusta because it had been mid-deal on three separate deals, which had to be cancelled, and meant it not only missed out on lucrative fees, but it also had to wear substantial sunk costs.
Centuria notes that given the backing of Francis and Barnett for its bid, a competing offer for Augusta is unlikely.
Like Augusta, Centuria manages both listed and unlisted property funds.
While a potential tie-up between the two companies became public in January this year, the offer documents reveal they had been in discussions long before that.
Among the disclosed arrangements between them, Centuria revealed that it and Augusta had entered into a confidentiality agreement "under which each party agreed to keep confidential information disclosed to each other in respect of a potential transaction."