Thomas Crage's bid to gain 100 per cent of Hire Intelligence Ltd has developed further, with the managing director's Hamwrex Nominees making another tilt at gaining full control.
Thomas Crage's long-running bid to gain 100 per cent of Hire Intelligence Ltd has developed further, with the managing director's Hamwrex Nominees Pty Ltd making another tilt at gaining full control.
Hamwrex first launched its off-market takeover attempt of the computer rental company in December 2003 but has struggled to reach the necessary number of shares to commence compulsory acquisition, despite extensions to the offer.
In a letter to shareholders, Mr Craig today stated that it is the intention of Hamwrex to de-list Hire Intelligence from the Australian Stock Exchange, despite not reaching the crucial 93.26 per cent of shares needed for compulsory acquisition.
Hire Intelligence shares were unchanged shortly before the close of trading at 13 cents.
The full announcement to the stock exchange is below.
Hamwrex Nominees Pty Ltd (Hamwrex) has offered to purchase your Hire intelligence International Ltd (HII) shares at 13.0 cents each. Hamwrex has undertaken not to extend the offer period beyond the closing date of 15 December 2005 or to increase its offer price.
Hamwrex needs to acquire 93.26% of the HII shares in order to proceed to compulsory acquisition of all outstanding shares in accordance with the Corporations Act. It currently owns 88.9% of the HII shares.
Hamwrex has stated that if it is not in a position to proceed to compulsory acquisition then, subject to the fiduciary and other obligations of HII's directors, Hamwrex's present intention is still to proceed with the delisting of HII from the ASX.
The disadvantage of delisting is that there will be no ready market for your HII shares.
However, the advantage from HII's point of view is that a range of cost savings will be achieved, so if you are not interested in selling your shares you should be supportive of a delisting. It is this potential cost saving that prompted Hamwrex to offer you as much as 13.0 cents for each of your HII shares when they were trading at 8.8 cents immediately prior to the offer being launched.
Even if HII retains its ASX listing, the question arises as to what price you, the shareholder, can hope to achieve for your shares.
During the 3 months prior to the commencement of Hamwrex's offer (16 March to 15 June 2005), HII's share price on the ASX averaged 8.73 cents per share. What is likely to occur to prevent it from falling back to that level or lower once Hamwrex's offer expires?
NOTE:
-There are fewer shareholders now only 161 (down from 770 in December 2003).
-There are only 8,573,550 free floating HII shares out of an issued capital of
77,032,958 shares.
-The value of shares traded on-market (exclusive of Hamwrex purchases) has reduced
from $1,968,000 per month in 2002 to a mere $13,000 in November 2005.
-HII has forecast lower earnings before interest tax and amortisation (EBITA) for
2005/06.
-The first quarter results announced at HII's Annual General Meeting show EBITA
lower than the first quarter last year.
-Hamwrex has received no offers for its HII shares at 13.0 cents or at any price. HII
shareholders are reminded that it was the view of independent experts that premiums
for control of a listed company range between 25% and 40%. Based on these
premiums, it is Hamwrex's view that as it has been unable to attract any firm offer for
its HII Shares at 13.0 cents or above, the implication is that, at best, the value of HII
shares exclusive of a premium for control ranges between 7.1 cents and 8.0 cents.
