Non-binding indicative proposal to acquire Link Group
Link Administration Holdings Limited (ASX: LNK) (Link Group) has received a conditional, nonbinding indicative proposal from a consortium comprising Pacific Equity Partners, Carlyle Group
and their affiliates (Consortium) to acquire 100% of the shares in Link Group by way of a Scheme
of Arrangement (Proposal).
The indicative cash price offered to shareholders under the Proposal is $5.20 per share. The offer
price assumes no further dividends, distributions or reductions in capital would be paid from the
date of the Proposal. The Proposal also includes a reference to potential scrip alternatives.
The Proposal is subject to a number of conditions, including:
negotiation and execution of transaction documentation;
securing debt financing;
final investment committee approval from the relevant Consortium committees; and
certain regulatory and other approvals, including the Foreign Investment Review Board.
Perpetual, which currently holds 9.65% of Link Group, has sent a letter to the Consortium, stating
that it intends to vote any shares held at the time of any meeting in favour of the Consortium
acquiring 100% of Link Group at a share price of no less than $5.20, should one proceed. This
statement is subject to the absence of a superior proposal and Perpetual continuing to hold its
shares on the date of any meeting. It is also subject to Perpetual continuing to consider the
Proposal to be in the best interests of its members. The support is also stated to cease to have
effect in 6 months' time, or earlier, if the Proposal is not pursued.
The Link Group Board will consider the Proposal, including obtaining advice from its financial and
Shareholders do not need to take any action in relation to the Proposal. It should be noted that
there is no certainty that the discussions with the Consortium will result in any transaction.
Link Group has appointed Macquarie Capital and UBS as its financial advisers and Herbert Smith
Freehills as its legal adviser.
If there are material developments in the future, Link Group will inform shareholders as required
under its continuous disclosure obligations.
The release of this announcement was authorised by the Link Group Board.
courtesy of Bell Direct
i hold LNK
i would rather keep holding LNK but lets see what deals arrive
Non-binding indicative proposal materially undervalues Link Group
Potential PEXA separation and demerger being examined
Link Administration Holdings Limited (ASX: LNK) (Link Group) refers to the conditional, nonbinding indicative proposal received from a consortium comprising Pacific Equity Partners, Carlyle
Group and their affiliates (Consortium) dated 10 October 2020 (Proposal).
Following receipt of the Proposal, Link Group has held a number of discussions with
representatives of the Consortium, and meetings have also taken place between the parties’
financial, tax and legal advisors.
The Consortium supplied further written detail of its proposed implementation structure to allow
Link Group shareholders separately to take a direct interest in PEXA, but this detail did not
nominate a value for Link Group’s global business ex-PEXA.
Link Group has also consulted with a number of its shareholders and received feedback in relation
to the Proposal.
Assessment of the Proposal
The Link Group Board has carefully considered the Proposal, including obtaining advice from its
financial, tax and legal advisors. The Board has unanimously concluded that the Proposal, as
presented, materially undervalues Link Group on a control basis and is not in the best interests
The Board’s confidence in the outlook and fundamental value of Link Group is underpinned by:
the significant value inherent in PEXA, which has delivered strong growth and established a
leading market position in digital property settlements. PEXA demonstrated accelerated takeup during COVID-19 and is expected to deliver a material return of capital in coming months;
the early progress made in Link Group’s transformation plan, which will see significant
efficiency benefits realised over the coming years;
the leading positions in the markets in which Link Group operates; and
the expected recovery in market driven revenue as economic activity improves.
The Board also notes that the Proposal price is described as indicative, and the entire Proposal
is highly conditional, including on all members of the Consortium agreeing on price and terms
following due diligence.
The Board has undertaken a preliminary analysis of the Consortium’s alternative structures
including the proposed implementation. At this stage, these alternatives do not constitute fully
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formed proposals and, as noted above, a value of PEXA and Link Group (ex-PEXA) was not
included in the Proposal. The Board has also taken into account that the Consortium’s alternative
structures are not contemplated under the PEXA Shareholders’ Deed.
The Board also notes that many of Link Group’s shareholders will not be willing to hold unlisted
instruments, which are contemplated under the Consortium’s scrip alternatives.
The Board is willing to continue to engage with the Consortium.
Examination of structural alternatives, including a PEXA separation and demerger
The Board is examining structural alternatives for its portfolio, which includes detailed
consideration of a potential separation of Link Group’s interest in PEXA, and a demerger into a
separate ASX listed entity. Further work will be undertaken, including engagement with relevant
stakeholders such as Link Group’s financiers and other PEXA shareholders.
PEXA is Australia’s first and only full-service Electronic Lodgement Network Operator. PEXA’s
core product is the PEXA exchange which provides the following services:
integration with Land Titles Offices and State Revenue Offices in each jurisdiction;
electronic lodgment and settlement services; and
near real time settlement of funds via the Reserve Bank of Australia.
Since inception, PEXA has settled over A$1 trillion in settlement value and handles some 250,000
transactions per month, supported by a stable long-term market underpinned by population
growth. Link Group currently holds a 44.2% interest in PEXA, alongside Morgan Stanley
Infrastructure and Commonwealth Bank of Australia. Further information regarding PEXA can be
found at www.pexa.com.au.
Link Group expects that a separation of its interest in PEXA could be achieved in a shorter period
of time relative to other demerger transactions given the entity already operates independently of
the broader Link Group.
Link Group expects to be in a position to provide a further update to investors on the structural
alternatives in November 2020.
The release of this announcement was authorised by the Link Group Board of Directors.
courtesy of Bell Direct
i hold LNK
at least management are going to haggle .. that is a positive there is a fair chance i will at least break even ( i would still rather hold them but i doubt my 2000 plus shares will move the needle much if it goes to a vote )