Eildon Capital Takeover Offer Prices Securities at 13.4% Premium to Last Close

Background and Offer Details

Samuel Terry Asset Management Pty Ltd, acting as trustee for the Samuel Terry Absolute Return Active Fund, has announced an off-market takeover bid for Eildon Capital Group (ASX – EDC). The offer values each fully paid stapled security at A$0.80 in cash, representing a 13.4% premium to the last closing price of A$0.705 and a 5.4% premium to the one-month volume weighted average price of A$0.759. This offer provides Eildon Capital securityholders with a chance to realise immediate cash value without incurring brokerage costs typically associated with on-market sales.

Bidder’s Position and Conditions

Currently, Samuel Terry Asset Management holds approximately 63.08% of Eildon Capital’s stapled securities, making it the largest securityholder. The offer is conditional on the bidder, together with its associates, acquiring at least 90.80% of the securities by the end of the offer period, alongside the absence of any prescribed occurrences under the Corporations Act. Achieving this threshold would enable the bidder to proceed with compulsory acquisition of remaining securities and initiate delisting of Eildon Capital from the ASX.

Strategic Intentions Post-Acquisition

Following the offer period, Samuel Terry Asset Management intends to conduct a comprehensive strategic and operational review of Eildon Capital Group. This review will assess current strategy, financial performance, distribution policies, and operational matters. While the bidder recognises the value of existing management and employees, adjustments to staffing and management structures may follow based on the review outcomes. The bidder also plans to evaluate the optimal holding structure for Eildon Capital under full ownership.

Implications for Securityholders

For securityholders, the offer presents a liquidity event with certain cash consideration at a premium to recent trading prices. Those who accept will receive payment within 10 business days after the offer becomes unconditional or after their acceptance, but no later than 21 calendar days after the offer period ends. Securityholders who do not accept may face liquidity risks, especially if the bidder achieves compulsory acquisition and delisting proceeds. Tax implications vary depending on individual circumstances, and securityholders are advised to seek professional advice.

Funding and Legal Framework

The bidder has confirmed sufficient funding, with approximately A$100 million in cash deposits to satisfy the offer consideration and associated costs. Legal advice for the offer is provided by Allens, and the offer complies with the Corporations Act and ASX Listing Rules. The offer period’s closing date remains to be specified, with provisions for extension or withdrawal as permitted by law.