Agreement with MAFM to pay 2.5c half year distribution

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  1. 75.1k
    Posts

    This announcement provides an update on the proposed transaction under which the units
    in, or assets of, Vitalharvest Freehold Trust (“VTH”) would be acquired by Macquarie
    Agricultural Funds Management Limited as trustee (MAFM) of Macquarie Agriculture Fund –
    Crop Australia 2, announced on 17 November 2020 by The Trust Company (RE Services)
    Limited as responsible entity (“Responsible Entity”) for VTH.
    Distribution for half year to 31 December 2020
    The Responsible Entity is pleased to announce that it has negotiated with MAFM, on behalf
    of unitholders, that MAFM agrees to waive a restriction under the scheme implementation
    deed to permit the payment of a distribution to unitholders of 2.5c per VTH unit from rent
    received for the half year ended 31 December 2020 (VTH Interim Distribution). In the
    absence of MAFM’s consent, payment of this distribution would not be permitted under the
    Scheme Implementation Deed.
    This waiver to permit payment of the VTH Interim Distribution is conditional on the meeting
    of VTH unitholders (to consider and, if thought fit, approve the Scheme, or alternatively the
    Asset Sale) being held on or before 15 March 2021 (subject to possible limited extension).
    As noted below, the Responsible Entity currently expects this timing condition to be met.
    The VTH Interim Distribution would be paid to unitholders in addition to:
    • the Scheme Consideration of $1.00 cash per VTH Unit held as at the Scheme
    Record Date, if the Scheme is approved by the requisite majority of VTH unitholders;
    or
    • the pro-rata cash distribution expected to be made to VTH Unitholders after
    implementation of the Asset Sale, if the Scheme is not approved by the requisite
    majority of VTH unitholders, and unitholders subsequently vote to approve the Asset
    Sale by the requisite majority.
    The combined value of the VTH Interim Distribution and either the all-cash Scheme
    Consideration or the pro-rata cash distribution expected to be made to VTH Unitholders after
    implementation of the Asset Sale, is $1.025 per VTH Unit.
    Updated Timing
    The Responsible Entity expects that:
    • the explanatory memorandum with respect to the transaction will be distributed to
    unitholders in the next couple of weeks, following completion of the ASIC review
    process and the first Court hearing with respect to judicial advice; and
    • the Unitholder meeting will be held as soon as practicable and prior to 15 March
    2021, with a view to implementing the Scheme, or completing the Asset Sale (as
    applicable) by around the end of the first quarter of 2021.

    courtesy of Bell Direct
    ======================================================================================================

    DYOR

    i do not hold this share ( too late now for me ) but do hold MQG ( 'free-carried' )

  2. 75.1k
    Posts

    MAFM increases offer to $1.19
    Following the announcement on 16 April 2021, Macquarie Agricultural Funds Management
    Limited (ACN 122 169 368) as trustee of Macquarie Agriculture Fund – Crop Australia 2
    (MAFM) provided, before the expiry of the 5 Business Day matching right period under the
    scheme implementation deed, a further revised proposal under which it increased the
    scheme consideration from $1.16 per unit to $1.19 per unit and, in the asset sale alternative,
    from $329.6 million to $335.15 million.
    MAFM’s further revised proposal also permits payment of the 2.5c VTH interim distribution
    from rent received to 31 December 2020 and proposes certain revisions to the scheme
    implementation deed which MAFM has indicated it considers are consistent with the terms of
    the revised proposal received from Roc on 15 April 2021
    VTH RE is assessing whether MAFM’s further revised proposal will or is likely to provide an
    equivalent or superior outcome for VTH RE unitholders than the revised proposal received
    from Roc on 15 April 2021.
    VTH RE will update the market as soon as possible. VTH unitholders do not need to take
    any action at this time.

    courtesy of Bell Direct
    ======================================================================================================

    DYOR

    i do not hold this share ( too late now for me ) but do hold MQG ( 'free-carried' )

  3. 75.1k
    Posts

    MAFM increases proposal to $1.24
    Early on 23 April 2021, VTH RE received a further revised proposal from MAFM for $1.24
    per unit or $344.4m in the asset sale alternative (Sixth MAFM Proposal). MAFM has
    indicated that the Sixth MAFM Proposal is on the same terms other than to reflect the pricing
    as the previous proposal from MAFM.
    This followed receipt late on 22 April 2021 of a further modified offer from Roc for $1.23 per
    unit or $342.55 million for the assets in the asset sale alternative (Fifth Roc Offer). The Fifth
    Roc Offer also proposes some changes to the scheme implementation deed to
    accommodate the fact that implementation of the Fifth Roc Offer would likely be after 30
    June 2021.
    Both the Fifth Roc Offer and Sixth MAFM Proposal permit the payment of the 2.5c per VTH
    unit interim distribution from rent received to 31 December 2020, which will be paid to VTH
    unitholders as soon as possible.
    VTH RE is considering both the Sixth MAFM Proposal and the Fifth Roc Offer and will
    update the market as soon as possible. VTH unitholders do not need to take any action at
    this time.
    Authorised for release by: The Board of The Trust Company (RE Services) Limited

    courtesy of Bell Direct
    ======================================================================================================

    DYOR

    i do not hold this share ( too late now for me ) but do hold MQG ( 'free-carried' )

  4. 75.1k
    Posts

    VTH RE accepts MAFM offer of $1.24
    Following the announcement on 23 April 2021 in relation to the Fifth Roc Offer for $1.23 per
    unit and the Sixth MAFM Proposal for $1.24 per unit, the VTH RE Board has determined that
    it is in the best interests of VTH unitholders to accept the Sixth MAFM Proposal.
    Accordingly, VTH RE has agreed to amend the scheme implementation deed with MAFM to
    reflect the terms of the Sixth MAFM Proposal.
    Other than price, the Sixth MAFM Proposal is on substantially the same terms as the
    existing scheme implementation deed, announced on 17 November 2020 and amended on
    11 March 2021 and 15 April 2021 (MAFM SID).
    The VTH RE Board unanimously recommends that VTH unitholders vote in favour of:
     the MAFM Trust Scheme, in the absence of a Superior Proposal and subject to the
    Independent Expert continuing to conclude that the MAFM Trust Scheme is fair and
    reasonable to, and in the best interests of, VTH Unitholders; and
     the MAFM Asset Sale, in the absence of a Superior Proposal and subject to the
    Independent Expert continuing to conclude that the MAFM Asset Sale is fair and
    reasonable to, and in the best interests of, VTH Unitholders (on the basis that it will
    only be implemented if the MAFM Trust Scheme is not approved by the requisite
    majorities of unitholders).
    Amended Scheme Implementation Deed
    A copy of the amended scheme implementation deed, setting out the terms and conditions
    of the MAFM Trust Scheme and MAFM Asset Sale in full is attached to this announcement.
    Electronic copies can also be downloaded for review on Vitalharvest’s website
    (www.vitalharvest.com.au) and can be accessed on ASX’s website (www.asx.com.au).
    VTH Interim Distribution
    The Sixth MAFM Proposal permits the payment of the 2.5c per unit interim distribution from
    rent received to 31 December 2020. VTH RE will provide an update to unitholders as soon
    as possible in relation to the expected date of payment of the interim distribution.
    Timetable and next steps
    VTH RE is targeting a unitholder meeting in May and expects to send supplementary
    disclosure materials to unitholders in connection with the Sixth MAFM Proposal as soon as
    possible, which will contain information relating to the Sixth MAFM Proposal, the meeting
    timing and details, proxy voting instructions and an updated Independent Expert’s Report.
    Vitalharvest Freehold Trust
    Angel Place, 123 Pitt Street
    Sydney NSW 2000
    www.vitalharvest.com.au
    2
    VTH unitholders should read the supplementary disclosure materials in full once they are
    available and seek independent advice as necessary.
    Given that MAFM has matched the Roc proposal, VTH RE has not entered into a binding
    agreement with Roc for the acquisition of the VTH units or the assets of VTH, and VTH RE
    engagement with Roc has ceased.
    Authorised for release by: The Board of The Trust Company (RE Services) Limited

    courtesy of Bell Direct
    ======================================================================================================

    DYOR

    i do not hold this share ( too late now for me ) but do hold MQG ( 'free-carried' )

  5. 75.1k
    Posts

    MAFM increases proposal to $1.26
    VTH RE Board received a short while ago a further modified proposal from MAFM to acquire all
    units in VTH for $1.26 per unit or the assets for $348.1 million (Seventh MAFM Proposal).
    Other than as to price, the Seventh MAFM Proposal is expressed to be on the same terms as
    the scheme implementation deed announced on 26 April 2021.
    The VTH RE Board will consider the Seventh MAFM Proposal and will provide a further
    announcement to the market once it has done so. VTH unitholders do not need to take any
    action at this time.
    Authorised for release by: The Board of The Trust Company (RE Services) Limited

    courtesy of Bell Direct
    ======================================================================================================

    DYOR

    i do not hold this share ( too late now for me ) but do hold MQG ( 'free-carried' )

  6. 75.1k
    Posts

    VTH RE accepts MAFM offer of $1.26
    Following the announcements on 30 April 2021 in relation to the Sixth Roc Offer for $1.25
    per unit and the Seventh MAFM Proposal for $1.26 per unit, the VTH RE Board has
    determined that it is in the best interests of VTH unitholders to accept the Seventh MAFM
    Proposal.
    Accordingly, VTH RE has agreed to amend the scheme implementation deed with MAFM to
    reflect the terms of the Seventh MAFM Proposal.
    Other than price, the Seventh MAFM Proposal is on substantially the same terms as the
    existing scheme implementation deed, announced on 17 November 2020 and amended on
    11 March 2021,15 April 2021 and 26 April 2021 (MAFM SID).
    The VTH RE Board unanimously recommends that VTH unitholders vote in favour of:
     the MAFM Trust Scheme, in the absence of a Superior Proposal and subject to the
    Independent Expert continuing to conclude that the MAFM Trust Scheme is fair and
    reasonable to, and in the best interests of, VTH Unitholders; and
     the MAFM Asset Sale, in the absence of a Superior Proposal and subject to the
    Independent Expert continuing to conclude that the MAFM Asset Sale is fair and
    reasonable to, and in the best interests of, VTH Unitholders (on the basis that it will
    only be implemented if the MAFM Trust Scheme is not approved by the requisite
    majorities of unitholders).
    Amended Scheme Implementation Deed
    A copy of the amended scheme implementation deed, setting out the terms and conditions
    of the MAFM Trust Scheme and MAFM Asset Sale in full is attached to this announcement.
    Electronic copies can also be downloaded for review on Vitalharvest’s website
    (www.vitalharvest.com.au) and can be accessed on ASX’s website (www.asx.com.au).
    VTH Interim Distribution
    The Seventh MAFM Proposal permits the payment of the 2.5c per unit interim distribution
    from rent received to 31 December 2020. As announced on 29 April 2021, the VTH Interim
    Distribution will be paid to VTH unitholders on Friday, 14 May 2021. The record date for the
    VTH Interim Distribution is Wednesday, 5 May 2021.
    Timetable and next steps
    VTH RE is targeting a unitholder meeting in May and expects to send supplementary
    disclosure materials to unitholders in connection with the Seventh MAFM Proposal as soon
    as possible, which will contain information relating to the Seventh MAFM Proposal, the
    Vitalharvest Freehold Trust
    Angel Place, 123 Pitt Street
    Sydney NSW 2000
    www.vitalharvest.com.au
    2
    meeting timing and details, proxy voting instructions and an updated Independent Expert’s
    Report.
    VTH unitholders should read the supplementary disclosure materials in full once they are
    available and seek independent advice as necessary.
    VTH RE engagement with Roc has ceased.
    Authorised for release by: The Board of The Trust Company (RE Services) Limited

    courtesy of Bell Direct
    ======================================================================================================

    DYOR

    i do not hold this share ( too late now for me ) but do hold MQG ( 'free-carried' )

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