This article is from the Australian Property Journal archive
NEXTDC has lambasted rival 360 Capital’s takeover proposal for the Asia Pacific Data Centre Group, saying it has inherent funding risks.
It also flaunted its 29.2% blocking interest in APDC, which would thwart the 75% approval required from APDC securityholders for a takeover.
360 Capital released its full statement to the ASX yesterday for its $1.95 per security offer for APDC, which the APDC board had accepted and recommended to shareholders as a superior proposal to NextDC’s most recent bid of $1.87ps.
The latest offer from 360 Capital had been revised from a $1.95ps offer that initially required APDC to fund $0.65ps.
However, in an evening announcement to the ASX, NextDC jumped on 360 Capital’s funding plans for the takeover, saying it has insufficient sources of funds to acquire all APDC securities without utilising its $60 million Bankwest debt facility.
360 Capital has more than $100 million available including the Bankwest and other debt facilities, cash and term deposits.
NextDC said TGP is proposing to increase APDC’s debt to $100 million in order to fund a $0.65 capital distribution to all APDC securityholders, including themselves, equating the latest offer with the previous versions rejected by NextDC.
“NextDC considers that the proposed capital distribution raises APDC’s debt to imprudent levels, and is not in the best interests of all APDC securityholders, including NextDC.
“Furthermore, the proposed capital distribution financially assists 360 Capital in its acquisition of APDC securities, and accordingly would require approval by a special (75%) resolution of APDC’s securityholders (excluding interests held by 360 Capital and its associates).
“NextDC’s 29.2% blocking interest in APDC securities would preclude TGP from achieving the requisite 75% voting threshold.”
It also noted that “First Samuel Limited is acting as a financier to TGP through the provision of a $20 million unsecured loan facility, whilst associated entities and private clients of First Samuel Limited are both 6.8% shareholders of TGP and securityholders in APDC.”
Earlier this month NextDC had publicly stated it was looking to secure two positions on the APDC board, after APDC recommended shareholders accept 360 Capital’s latest offer.
NextDC – the sole tenant of APDC’s portfolio of three data centres – announced yesterday it had formally requested that two of its nominees be appointed as APDC directors, “commensurate with our level of ownership”.
The takeover stoush began in May when 360 Capital acquired a 19.8% stake in APDC, and had its request for a board position fall over. In response, NextDC upped its share in APDC in a bid to block any moves from 360 Capital.
Australian Property Journal
