Ardent Leisure Group Corporatisation and Restructure
Ardent Leisure Limited and Ardent Leisure Management Limited in its capacity as responsible entity of the Ardent Leisure Trust (together, Ardent Leisure Group) (ASX: AAD) has announced a proposal for the corporatisation of the Ardent Leisure Group which will involve a new company called Ardent Leisure Group Limited (NewCo) becoming the single head entity of the Ardent Leisure Group in place of the current stapled structure (the Proposal).
This announcement follows the completion of an assessment by Directors of Ardent Leisure Group of the merits of the current stapled structure and whether an alternative structure may provide better flexibility to fund future strategic investments and simplify the structure as between the Australian and US businesses.
Subject to satisfaction of all conditions precedent (see below) the Proposal will be implemented by way of an inter-conditional scheme of arrangement of Ardent Leisure Limited and trust scheme of the Ardent Leisure Trust.
Under the Proposal:
- there will be no change to eligible securityholders* ownership levels;
- eligible securityholders* will hold shares in NewCo (instead of their current stapled securities in Ardent Leisure Limited and the Ardent Leisure Trust); and
- there will be no capital raising or return of capital and eligible securityholders will not be required to pay any cash consideration.
Following implementation of the Proposal, the Ardent Leisure Group also intends to undertake a solvent restructure which will align the group’s structure to its two business divisions, Australian Theme Parks and US Entertainment Centres (the Restructure).
Neither the Proposal nor the Restructure will result in any change to the composition of the boards of directors or of the management of Ardent Leisure Group, or the operations, assets or liabilities of Ardent Leisure Group, and therefore the economic interest of eligible securityholders* will not change.
Rationale for the Proposal and Restructure
Following their review, the Ardent Leisure Group Directors have determined that the complexity of Ardent Leisure Group’s current stapled structure is no longer appropriate and that the corporatisation and associated streamlining of the Group structure is in the best interests of securityholders.
Timing and conditions
Implementation of the Proposal is subject to satisfaction of various conditions precedent, including:
- securityholder approval;
- receipt of certain relief from ASIC and ASX;
- approval of the schemes by the Supreme Court of New South Wales (the Court); and
- consent of Ardent Leisure Group’s lending syndicate.
The Restructure does not require securityholder approval.
Ardent Leisure Group applied to the Court and has been granted approval to convene the necessary meetings of securityholders to consider and vote on the Proposal. It is currently proposed that these meetings will be held on the same day as the Ardent Leisure Group’s Annual General Meeting on 20 November 2018.
Ardent Leisure Group expects to despatch to securityholders a Securityholder Booklet containing further details about the Proposal and Restructure, including an independent expert’s report supporting the corporatisation, later this month.
Provided that all approvals and consents are obtained in relation to the Proposal, Ardent Leisure Group expects that the Proposal will be implemented before the end of 2018 and the Restructure in early 2019.
- Certain foreign securityholders will not receive NewCo shares, but will instead have their investment in Ardent Leisure Group sold by a nominee and the proceeds of that sale remitted to them in cash. Ardent Leisure Group expects that only a small proportion (less than 0.09%) of its securityholders will be ineligible.
To view a copy of the Securityholder Booklet lodged with ASX on 10 October 2018, please click here — Securityholder Booklet.
|Date for determining eligibility to vote on the Proposal||18 November 2018|
|Proxy Forms due for Annual General Meeting, Company Scheme Meeting and General Meeting||18 November 2018|
|Meeting Dates (Annual General Meeting, Company Scheme Meeting and General Meeting)||20 November 2018|
|Effective Date – last day of trading in AAD securities on the ASX||29 November 2018|
|Quotation Date – ALG shares commence trading on the ASX||30 November 2018|
|Record Date – ALG securityholders on the Register at this time will be entitled to participate in the Proposal
(unless they are Ineligible Foreign Securityholders)
|3 December 2018|
|Implementation Date – Eligible Securityholders to receive ALG shares||24 December 2018|
Please refer to Pages 8 and 9 of the Securityholder Booklet to obtain detailed information in relation to key dates and meeting details. All dates are indicative only. Ardent Leisure Group reserves the right to vary these dates in its absolute discretion.
The Group has established a dedicated Securityholder Information Line for the Company Scheme Meeting and General Meeting. If you have any queries in relation to the Proposal and Restructure, please call:
Within Australia: 1300 502 987
Outside Australia: +61 8022 7944
Monday to Friday between 9:00am and 5:00pm (AEDT)
For inquries in relation to your shareholding, please contact the Group’s share registry, Link Market Services on:
Telephone: +61 1300 720 560 (local call cost)
Email: [email protected]