Halom takes MMA to panel

Halom Investments has asked the Takeovers Panel to revise MMA Offshore’s planned $97 million capital raising, claiming the deal is designed to entrench the control held by the incumbent board.

MMA announced the capital raising yesterday, just two weeks ahead of a shareholder meeting where Halom will be seeking to dump managing director Jeff Weber and appoint two of its own nominees to the board.

The panel said today it has received an application from Halom, which is the largest shareholder in debt-laden MMA with an 18 per cent stake.

“The applicant submits that the equity offer appears designed to ensure that the incumbent directors are able to maintain control of the MMA board and that it distorts the voting power of current MMA shareholders,” the panel said in a statement.

“The applicant also submits that not all reasonable steps have been taken to mitigate the ‘risks of control passing to a small number of participants’ in the equity offer.”

Halom is seeking interim orders that the settlement and allotment date of the new MMA shares, to be issued under the $22 million placement and the institutional component of the $75 million entitlement offer, should be postponed until the panel issues final orders.

Halom has sought two final orders.

First, it wants new MMA shares to be issued under the equity offer, to be issued after the record date for determining voting entitlements at the AGM.

Alternatively, it wants the holders of the new MMA shares be prohibited from voting at the AGM, in respect of those new shares.

Second, it wants MMA to restructure the entitlement offer to be renounceable, with a facility for eligible shareholders to apply for additional shares under a shortfall facility.

Only the remaining shortfall shares would be delivered to the underwriter or sub-underwriter(s) after applications from eligible shareholders are exhausted.

Shaw and Partners is the sole underwriter and will be joint lead manager to the equity raising, along with Pareto Securities and Aitken Murray Capital Partners.

Three legal teams are working on the MMA side of the deal, with Ashurst advising MMA, Clayton Utz advising the joint lead managers and Baker McKenzie acting as international counsel to MMA.

Deloitte is the investigating accountant and has a debt advisory role.