5 December 2016
RE: IMPORTANT INFORMATION REGARDING THE FUTURE OF NPT AND YOUR INVESTMENT
This letter is a follow up to recent NZX market announcements regarding the future of NPT Limited. The Board of Directors and the management of NPT want to ensure that all shareholders are kept well informed.
In the event that you may have missed any of these announcements, a summary of recent events follows – further information is also available on the NZX and NPT websites.
We encourage you to review this letter and either contact your broker or the Company directly if you have questions or concerns you would like to discuss.
SUMMARY OF RECENT EVENTS
On 27 October the Board met to review a number of strategic options and proposals for the company. One of the proposals was from Augusta Capital Limited (“Augusta”).
The following day, 28 October, we received notices from Augusta issued under Section 121 of The Companies Act requesting a special meeting of shareholders, which were notified to the NZX.
In summary, the Augusta proposal outlines a plan to sell several properties to NPT and to purchase the rights to manage the NPT business. It is also seeking removal of three of the current four NPT Directors to be replaced by its own nominees including its Chairman, Paul Duffy.
The NPT Board has advised that, in addition to Augusta’s proposal, it has received three substantive proposals from other companies which it is also considering.
Due to NZX disclosure requirements and acknowledging the commercially sensitive nature of these proposals, we are not in a position to name the other interested parties or disclose details of the proposals at this time.
We will share more information with you as soon as we are able to do so.
Northington Partners’ review
The Board has commissioned specialist advisers, Northington Partners (“Northington”), to undertake an independent assessment of all four proposals. Northington were engaged by the Board as it recognises Northington’s considerable expertise in this area.
Initial analysis suggests that at least one of the proposals under consideration could provide better short and long term benefits to NPT and its shareholders than the Augusta proposal.
Notwithstanding this preliminary indication, we are committed to completing a thorough assessment, on a comparative basis, of all of the proposals so that a recommendation can be made to shareholders before the special meeting.
In order to allow sufficient time for this review, and taking into account the Christmas break, the Board has proposed the meeting be held in February 2017.
Legal proceedings by Augusta
On Friday 25 November, NPT was notified that Augusta had filed proceedings in the High Court seeking orders requiring NPT to call a shareholder meeting “as soon as reasonably possible”. The High Court has since scheduled a hearing date of 10 February 2017, to consider Augusta’s application.
As mentioned above, the Board has already proposed that the meeting be held in February. In this context, the Board is confident that the shareholder meeting will have already been called before the legal process, ostensibly to bring forward the meeting date, can even be completed. In light of this, it is the Board’s view that this legal action by Augusta is not constructive, but merely an unfortunate and unnecessary, costly distraction.
The Board has concerns that Augusta is attempting to hurry the process in its own interests. We recommend that shareholders and interested parties should consider Augusta’s likely motives in trying to bring about Board changes that result in its own nominees holding the majority of Board seats concurrent with consideration of its own plan for the future of NPT.
The Board will now return its focus to reviewing all proposals based on merit in the interests of all shareholders and the future of the company. The Board remains open to Augusta’s proposal and all proposals through a robust process.
Thank you for your consideration of these matters. We will continue to update you and confirm the time and date of the shareholder meeting as soon as possible.