Sandon Capital Investments Limited (ACN 107 772 467) (ASX:SNC) (SNC) and Carbon Conscious Investments Ltd (ACN 629 272 037) (CCIL) are pleased to announce they have entered into a Merger Implementation Deed (MID) for a recommended conditional off-market takeover offer pursuant to which SNC will offer to acquire all the issued and outstanding ordinary shares of CCIL (each a CCIL Share) not owned by SNC and Sandon Capital Activist Fund (another fund managed by Sandon Capital Pty Ltd) for $0.0667 in cash for every CCIL Share held (Offers).
The Offers values CCIL at approximately $11.6 million. In addition to the Offers, the MID permits CCIL to pay a fully franked dividend to its shareholders prior to the Offers closing, which CCIL intends to do, for the period to 31 March 2024, before the Offers open for acceptance.
About CCIL CCIL is an unlisted public company that holds carbon property rights with respect to 30 farms in the Western Australian wheatbelt covering nearly 17,000 hectares of land. CCIL manages large scale projects registered with the Clean Energy Regulator that generate Australian Carbon Credit Units.
As an unlisted public company, CCIL shareholders are not able to sell their CCIL shares on ASX or any other securities exchange.
The Offers presents an opportunity for CCIL shareholders to dispose of their CCIL shares.
The Offer The Offers contains a 50.1% minimum acceptance condition.
There are a number of other defeating conditions, including there being no prescribed occurrences.
The MID also includes exclusivity arrangements and other customary clauses.
A copy of the executed MID is attached to this announcement as Appendix A.
It is expected that SNC’s Bidder’s Statement containing further information about the Offers will be posted to all CCIL shareholders in the week commencing 22 April 2024.
CCIL’s Target’s Statement will be accompanied by an independent expert’s report (IER) that considers, among other things, if the Offers are fair and reasonable to non-associated CCIL shareholders.
IBC Recommendation and CCIL Directors’ Intentions In connection with the Offers, the CCIL Board established an Independent Board Committee (IBC) comprising Mr Andrew McBain and Mr Jonathan Trollip to assess SNC’s proposal.
CCIL Directors Mr Paul Jensen and Mr Greg Harvey recused themselves from the process as they both serve as Directors of Alterra Limited, CCIL’s 2 nd largest shareholder.
The IBC unanimously recommended SNC’s proposal to the CCIL Board, and unanimously recommends CCIL shareholders accept the Offers in the absence of a superior proposal and subject to the independent expert concluding that the Offers are reasonable to non-associated CCIL shareholders.
Each CCIL director has indicated that they will accept the Offers in respect of all CCIL Shares they control in the absence of a superior proposal and subject to the independent expert concluding that the Offers are reasonable to non-associated CCIL shareholders.
This announcement has been authorised by the board of directors of SNC and the board of directors of CCIL.
i hold SNC
bought this week ironically and still have part of the buy order unfilled