Further Update of Proposals
The Board of NPT met again last Friday to discuss the special meeting of shareholders that is to be called to consider the resolutions proposed by Augusta Capital Limited (“Augusta”) to remove certain directors. The Board of NPT has confirmed its commitment to holding that meeting and allowing shareholders to determine the future direction of the Company.
Augusta is proposing that shareholders replace three of the existing Board members with Augusta’s nominees and then for that newly created board to consider a transaction where:
- Augusta would sell or procure the sale of certain properties to NPT; and
- Augusta would take over the management of NPT in return for a cash payment of $3.5 million.
The Board of NPT recognises that Augusta proposes that the new board (comprising the three Augusta nominees and one other director) negotiate the terms of the transactions to be entered into with Augusta. However the Board of NPT believes that, in voting on the resolutions at the meeting, shareholders will require some analysis of the Augusta proposal to help in determining what a vote for a new Augusta board means compared to a vote to retain the existing independent Board. Accordingly, NPT has engaged independent financial adviser Northington Partners to provide advice about the Augusta proposal, and to consider whether the Augusta proposal is in the best interests of the Company and all of its shareholders having regard to alternative proposals received by the Company (which the Board has also asked Northington Partners to review).
Preliminary advice received by the Board of NPT to date is that the Augusta proposal may not provide the best option for the Company and its shareholders compared to other proposals received. The Board of NPT emphasises that this is based on a preliminary analysis only and it will be engaging with the interested parties to more fully develop options for shareholders to consider prior to the special meeting. The Board expects that this process will take approximately six weeks.
The Board of NPT considers that in these circumstances it has a duty to explore other proposals alongside the Augusta proposal and to provide shareholders with its assessment of them at the meeting. Any proposal that the Board supports (whether from Augusta or any other party) would be brought to the special meeting for discussion by shareholders.
The Board of NPT is confident that the above process can be completed to allow a notice of meeting with full information to be sent to all shareholders in January 2017, with the meeting to be held in February 2017.
Shareholders will be kept up to date on progress with the calling of the meeting and the alternative proposals as matters evolve.
For more information, please contact:
Tony Osborne T 09 302 4586
Chief Executive Officer M 021 606 088
NPT Limited E zn.oc1500706672.tpn@1500706672ynot1500706672