Baring Private Equity & SAI Global Enter Scheme Implementation Deed
ASX ANNOUNCEMENT 26 September 2016
SAI GLOBAL AND BARING ASIA PRIVATE EQUITY FUND VI ENTER INTO SCHEME IMPLEMENTATION DEED
Recording of Company update call to Investors
• SAI shareholders to receive $4.75 in cash per share
• Scheme Consideration represents a significant premium to pre-announcement share price
• Scheme subject to limited conditionality
• The SAI Directors unanimously recommend that SAI shareholders vote in favour of the Scheme
26 September 2016 Sydney, Australia: SAI Global Limited (SAI) and Casmar Holdings Pte. Limited, a wholly-owned subsidiary of the Baring Asia Private Equity Fund VI (Baring Asia) have entered into a binding Scheme Implementation Deed, under which it is proposed that Baring Asia will acquire 100% of the shares that it does not already own in SAI (1) by way of a Scheme of Arrangement (the Scheme).
The investment funds comprising Baring Asia are advised by Baring Private Equity Asia Group Limited (together with its related advisory entities, Baring Private Equity Asia).
Overview of the Scheme
Under the terms of the Scheme, SAI shareholders will be entitled to receive $4.75 in cash per SAI share (Scheme Consideration), subject to all applicable conditions being satisfied or waived and the Scheme being implemented.
The Scheme Consideration of $4.75 cash per SAI share provides compelling value to SAI shareholders:
• 32.3% premium to SAI's closing price of $3.59 on 23 September 2016
• 35.0% premium to the 5-day volume weighted average price (VWAP) of $3.52 to 23
• 35.5% premium to the 1-month VWAP of $3.51 to 23 September 2016
• 34.0% premium to the 6-month VWAP of $3.54 to 23 September 2016
• 28.7% premium to the broker consensus target price of $3.69 prior to announcement of the
The offer price represents an implied fully diluted market capitalisation of $1,079 million(3) and an implied enterprise value of $1,237 million(4). This implies an EV/EBITDA multiple of 9.4x(5) for the financial year ended 30 June 2016.
1. Baring Asia currently has economic exposure to 9.25 million SAI shares representing approximately 4.3% of the ordinary shares on issue.
2. Based on broker reports including Canaccord Genuity (18 August 2016), Credit Suisse (18 August 2016), JP Morgan (19 August 2016), Deutsche Bank
(18 August 2016), Macquarie (18 August 2016), Moelis & Company (19 August 2016), Morgan Stanley (19 August 2016) and UBS (18 August 2016).
3. Based on 227.1 million fully diluted shares on issue which includes 213.4 million ordinary shares, 11.5 million options and 2.1 performance share
rights. Please refer to the Scheme Implementation Deed for further details regarding the proposed treatment of Target Options and Target Performance
4. Implied fully diluted market capitalisation of $1,079 million plus net debt of $201 million and minority interests of $1.7 million as at 30 June 2016 less
cash proceeds from the exercise of options and conversion of performance share rights of $44 million.
5. Implied enterprise value of $1,237 million divided by underlying EBITDA of $131.3 million for the financial year ended 30 June 2016.
The SAI Directors unanimously recommend that SAI shareholders vote in favour of the Scheme in the absence of a Superior Proposal and subject to the Independent Expert concluding that the Scheme is in the best interests of SAI shareholders. Subject to those same qualifications, each Director of SAI intends to vote, or cause to be voted, all the SAI shares held or controlled by them in favour of the Scheme at the Scheme Meeting.
SAI's Chairman, Andrew Dutton stated, “Baring Asia's proposal is compelling and represents a significant premium to SAI's share price. The 100% cash consideration provides SAI shareholders with certainty of value and the opportunity to realise their investment in full for cash. We expect that, if implemented, the Scheme will have a limited impact on SAI's continuing operations and represents an exciting opportunity for the organisation”.
Jean Eric Salata, Founding Partner and CEO of Baring Private Equity Asia commented, “We look forward to partnering with SAI's management team to grow the company into a recognised leader in risk management solutions. Already the established leader in Australia, we see a great opportunity to leverage our footprint and expertise within the industry to further enhance SAI's client portfolio and expand its market presence globally”.
The Scheme remains subject to certain terms and conditions including:
• SAI shareholder approval
• Court approval
• The Independent Expert concluding that the Scheme is in the best interests of SAI shareholders
• Receipt of FIRB approval
• No “Material Adverse Change” or “Prescribed Occurrences”
Under the Scheme Implementation Deed, SAI will be bound by customary exclusivity provisions including "no shop”, “no talk”, and “notification” obligations (which are subject to the SAI Directors' fiduciary obligations) as well as “matching” rights. A break fee of 1% of the equity value will be payable to Baring Asia by SAI in certain circumstances.
Furthermore, as part of the exclusivity agreements, the strategic review of SAI's Assurance business as announced to the ASX on 26 July 2016, will cease immediately.
A full copy of the Scheme Implementation Deed, including all applicable conditions, is attached to this announcement.
Indicative timetable and next steps
SAI has appointed KPMG as the Independent Expert to prepare a report on whether the Scheme is in the best interests of SAI shareholders. The Independent Expert Report will be included in the Scheme Booklet along with information relating to the Scheme, the reasons for the Directors' recommendation and details of the Scheme Meeting. The Scheme Booklet is expected to be sent to SAI shareholders in early November 2016.
It is currently anticipated that SAI shareholders will be given the opportunity to vote on the Scheme at a scheme Meeting expected to be held in early December 2016.
An indicative timetable for the Scheme is set out below:
|First Court Hearing||Early November 2016|
|Dispatch of Scheme Booklet to SAI Shareholders||Early/Mid November 2016|
|Scheme Meeting||Early December 2016|
|Second Court Date||Early/Mid December 2016|
|Effective Date||Early/Mid December 2016|
|Record Date||Mid December 2016|
|Implementation Date||Mid/Late December 2016|
Credit Suisse is acting as exclusive financial advisor to SAI and Gilbert + Tobin is acting as legal advisor.
Investor conference call
A conference call will be held at 10.00am on 26 September 2016 (AEST) for investors and analysts. The conference details are:
|Australia:||1800 123 296|
|International:||+61 2 8038 5221|
|Conference ID:||8649 3862|
|Dan Janes||Tim McKessar|
|Credit Suisse||Credit Suisse|
|+61 2 8205 4166||+61 2 8205 4707|
+61 411 361 361
About Baring Private Equity Asia
Baring Private Equity Asia is one of the largest and most established independent alternative asset management firms in Asia, advising funds with total committed capital of over US$10 billion.
The firm runs a pan-Asian investment program, sponsoring buyouts and providing growth capital to companies for expansion or acquisitions, as well as a private credit and a pan-Asian real estate private equity investment program. The firm has been investing in Asia since its formation in 1997 and has over 140 employees located across offices in Hong Kong, China, India, Japan and Singapore.
Baring Private Equity Asia advised funds currently have over 35 portfolio companies active across Asia with a total of 150,000 employees and sales of approximately US$31 billion in 2015. For more information, please visit www.bpeasia.com
View the Scheme Implementation Deed