As shareholders would be aware, last year Brisbane Markets Limited (BML) signalled its intention to increase its shareholding in Perth Markets Group Limited (PMGL) to 51% of PMGL’s issued shares (ultimately, operational control). This was subsequently followed by a Proportional Takeover Bid. With the limited number of sellers and competition from other industry-based buyers of shares, BML was ultimately only able to increase its shareholding to 44.33% of PMGL’s issued shares.
BML was a cornerstone investor in the acquisition of the Markets by PMGL and is PMGL’s largest shareholder. Accordingly, the PMGL and BML Boards have seen the need to address the differences of opinion which have existed between PMGL and BML on various critical matters.
On 9 November 2023 BML and PMGL issued a Joint Circular to PMGL Shareholders announcing that agreement had been reached whereby BML is no longer seeking operational control of PMGL and will cap its shareholding at a maximum of 49% of PMGL’s issued shares for the next five (5) years.1 This agreement has been documented by way of a Standstill Deed (the Deed) which has now been executed by both parties.
The Deed provides, amongst other things, a framework by which BML will be permitted to acquire PMGL shares. In essence, all share transfers will need to be approved by the PMGL Board while BML’s shareholding remains under or at the cap of 49% of PMGL’s issued shares, and all other terms of the Deed are complied with (including an agreed set of ‘Transfer Protocols’). The Deed otherwise contains standard provisions relating to termination rights and dispute resolution.
It has also been agreed as part of this process that BML may nominate an independent second skills-based director for appointment to the PMGL Board, with this to occur over the coming months. This right of nomination applies while BML’s shareholding remains above 40%. BML will also have a right to nominate one person to the PMGL Board while BML’s shareholding is above 25%. These provisions will apply while the Standstill Deed is in place.
BML intends to purchase additional PMGL shares up to the agreed cap of 49% and will do so over time and in accordance with the Deed and the Corporations Act.
BML has reiterated and committed its strong support for the ongoing development of the Perth Markets, an increased focus on accessing operating and cost efficiencies and the payment of a competitive dividend by PMGL.
The PMGL Board also recognises the significant merit in working with BML (and any other material shareholder) in identifying, assessing and where possible, securing operating and cost efficiencies and synergies.
The Boards of both PMGL and BML see this outcome as being very positive for both companies and a necessary next step in advancing the success of PMGL.
BML has now acted to increase its shareholding in PMGL and has acquired additional shares in PMGL in accordance with the “3% creep” exemption contained in the Corporations Act. In this regard, BML can now confirm that the company holds 47.33% of PMGL’s issued shares.
1 Provided that the Standstill Deed remains on foot. As you would expect, BML reserves the right to protect its interests and compete against any third party who proposes or progresses the acquisition of PMGL shares or assets in an attempt to gain significant influence over, or control of, PMGL.
Shareholders interested in buying or selling shares in BML, or who need any information in this regard, may register their interest by clicking here or to sell your shares, please click here.
For more information regarding this notice, please contact BML on (07) 3915 4200.