Sena & Co Limited has launched a conditional full takeover offer for the remaining shares of 2 Cheap Cars Group Limited, aiming to increase its stake from 75.9% to at least 90%. The NZ$0.80 per share cash offer comes with plans to delist 2CC and maintain current operations.
- Sena & Co owns 75.9% of 2 Cheap Cars shares
- Offer price set at NZ$0.80 per share in cash
- Offer conditional on reaching 90% ownership threshold
- Funding secured via ANZ senior debt and family loans
- Plans include potential delisting and operational continuity
Sena & Co Moves to Consolidate Control of 2 Cheap Cars
Sena & Co Limited has announced a full takeover offer for 2 Cheap Cars Group Limited (2CC), seeking to acquire all remaining ordinary shares it does not already own. Currently holding a dominant 75.924% stake, Sena & Co is offering NZ$0.80 per share in cash to minority shareholders, aiming to boost its ownership to at least 90% of voting rights.
This offer, governed by New Zealand’s Takeovers Code, is conditional on Sena & Co receiving sufficient acceptances to reach the 90% threshold by the closing date, which remains unspecified. Sena & Co retains discretion to waive this condition post-closing if it secures adequate funding to complete acquisitions of accepted shares. The offer period and key dates are yet to be finalised.
Funding Strategy and Shareholder Participation
Funding for the acquisition is anchored by a senior debt facility arranged with ANZ Bank New Zealand Limited, supplemented by loan facilities of up to NZ$500,000 each from Sena & Co’s CEO David Sena’s mother and sister. These family loans provide a financial backstop should the minimum acceptance condition not be met during the offer period, allowing Sena & Co to complete partial acquisitions and potentially waive the 90% ownership condition thereafter.
Shareholders can accept the offer online or via a detailed acceptance form, with payments scheduled within five working days of the offer becoming unconditional. The offer document outlines strict conditions preventing dividend payments, asset disposals, or changes to 2CC’s capital structure during the offer period, preserving the company’s status quo.
Post-Acquisition Plans and Corporate Governance
Should the takeover succeed and Sena & Co invoke compulsory acquisition rights, it intends to delist 2CC from the NZX Main Board to reduce listing costs and reinvest savings into operations. Sena & Co has committed to maintaining the current business activities and material assets without significant changes, signalling operational continuity.
In the event the offer becomes unconditional but falls short of the 90% threshold, Sena & Co plans to retain its board representation and continue its involvement in 2CC’s governance. The company also reaffirmed prior commitments to maintain a majority of independent directors and consult minority shareholders on board appointments.
Governance and Related Party Disclosures
The offeror and its director, Yusuke (David) Sena, currently control over 76% of 2CC’s shares, with minor holdings by family members acting jointly or in concert. No agreements to accept the offer have been secured in advance, and no arrangements exist with 2CC’s directors or senior managers beyond disclosed family loan facilities. The offer document includes comprehensive warranties from accepting shareholders to ensure clear title transfer free of encumbrances.
While Sena & Co’s takeover bid follows a period where 2CC posted a steady NZ$3.2 million profit amid evolving market conditions, the offer introduces a new phase of ownership consolidation. The proposed delisting would mark a significant shift for 2CC’s public status, with potential implications for liquidity and minority shareholder influence.
Bottom Line?
Sena & Co’s bid to cross the 90% ownership threshold will test minority shareholder appetite for exit at NZ$0.80 per share amid a stable but evolving automotive retail landscape.
Questions in the middle?
- Will minority shareholders accept the NZ$0.80 cash offer or hold out for a higher price?
- How will Sena & Co manage governance and minority relations if the 90% threshold is not met?
- What impact will a potential delisting have on 2CC’s operational flexibility and capital access?