ANCHORAGE CAPITAL PARTNERS ACQUIRES TJS SERVICES GROUP

Anchorage Capital Partners ("Anchorage") today announced it has completed the acquisition of TJS Services Group ("TJS").

TJS provides facilities maintenance and cleaning services for customers across Australia in the government, hospitality, education, healthcare, corporate and entertainment sectors.

TJS Chief Executive Officer Ben Bayot, said "TJS is very proud of its reputation for delivering high quality services for its customers across Australia. We are excited to work with an operationally focused capital partner that shares our strategic vision for the business."

Anchorage Managing Director, Simon Woodhouse, said "We look forward to working with Ben and the TJS team to continue their journey towards becoming a leading diversified facilities services provider in Australia."

Anchorage will be represented on the Board of TJS by Simon Woodhouse as Chairman and Daniel Wong as Non-Executive Director.

About TJS

TJS provides facilities maintenance and cleaning services for customers across Australia. The business provides services to customers in the government, hospitality, education, healthcare, corporate and entertainment sectors. TJS directly employs over 400 staff and is headquartered in Sydney, Australia.

About Anchorage Capital Partners

Anchorage Capital Partners is a specialist Australian private equity firm that focuses on investing in companies which have strong and established track records, but are not achieving their full potential. The funds managed by Anchorage have $450 million in committed funds. Anchorage's partners and investment professionals have considerable experience in company management, corporate strategy, management consulting and corporate finance and have a long track record of successful partnerships with management teams.

ANCHORAGE CAPITAL PARTNERS ACQUIRES AFFINITY EDUCATION GROUP

Anchorage Capital Partners announced today that it has completed the acquisition of Affinity Education Group (Affinity).

Affinity is one of the largest child care operators in Australia, with a portfolio of more than 160 centres. Affinity’s key focus is providing exceptional child care and education services.  

Anchorage Managing Director and Chairman of Affinity, Daniel Wong, said “Anchorage is pleased to have completed the acquisition of the Affinity Education Group and we are excited by the significant potential for the business.  Our focus will remain first and foremost to provide exceptional child care and education services.  We look forward to working with the Affinity team to enhance operations and achieve the vision of becoming the leading child care provider in Australia.”

Affinity’s operations are led by Chief Executive Officer, Tim Hickey.  Tim was previously Chief Executive of Australian Retail and Distribution for Fletcher Building, Diva (a fast fashion jewellery business), Midas Australia and held senior executive roles with Pepsico Restaurants and Yum Brands.  

Anchorage will be represented on the Board of Affinity by Daniel Wong as Chairman, and Callen O’Brien and Simon Woodhouse as Non-Executive Directors.

About Affinity 

Affinity is one of the largest child care operators in Australia, with a portfolio of over 160 centres. Affinity’s key focus is providing exceptional child care and education services.  We recognise and value our moral obligation to act with professional integrity as advocates on behalf of children. We strive to provide a safe, respectful and compassionate environment that recognises children as people with valuable views and interests to ensure children feel noticed, heard and understood while receiving the best possible educational program to support their emotional and social development.

About Anchorage Capital Partners

Anchorage Capital Partners is a specialist Australian private equity firm that focuses on investing in companies which have strong and established track records, but are not achieving their full potential.  The funds managed by Anchorage have $450 million in committed funds.  Anchorage's partners and investment professionals have considerable experience in company management, corporate strategy, management consulting and corporate finance and have a long track record of successful partnerships with management teams.

MARK GROUP ACQUIRES A MARKET LEADER IN COMMERCIAL AND INDUSTRIAL SOLAR PV INSTALLATIONS IN AUSTRALIA

Anchorage Capital Partners is pleased to announce that its investee company, Mark Group Holdings (Mark Group), has today completed the acquisition of Solgen Group (Solgen).

Solgen was formed in 2008 and is a market leader in commercial and industrial solar PV installations in Australia, with many solar installations completed for high profile commercial and Government clients. 

The acquisition of Solgen is highly complementary to Mark Group, providing exposure to the high growth commercial and industrial solar sector. “This acquisition presents an opportunity to capitalise on a dynamic market and realise our strategic intent to further strengthen our brands as the leading providers of quality renewable energy solutions in the region”, said David Brown, CEO of Mark Group.  

Solgen has an experienced and highly regarded leadership team, led by founders David Naismith and Joe Coco, who will remain as Directors of Solgen and join the Senior Executive Team of the combined Group. 

“Today’s announcement is exciting news for the Solgen team, our customers and our business partners. We share in the passion and vision of the Mark Group team to be the leading renewable energy provider in the region” said David Naismith.

The Solgen investment further strengthens Anchorage’s investment and commitment to renewable energy alongside Mark Group.  Phil Cave, Mark Group Chairman said, “We are delighted to bring together Mark Group and Solgen as we set about creating a high quality, sustainable business, in an exciting industry”.

About Solgen

Solgen was formed in 2008 and is a market leader in commercial and industrial solar PV installations in Australia, with many solar installations completed for high profile commercial and Government clients. 

About Mark Group

Mark Group was formed in 2009 and has established itself as one of the leaders in the residential solar PV installation segment, with over 21,000 energy efficiency installations completed in the past 6 years. 

About Anchorage Capital Partners

Anchorage Capital Partners is a specialist Australian private equity firm that focuses on investing in companies which have strong and established track records, but are not achieving their full potential.  The funds managed by Anchorage have $450 million in committed funds.  Anchorage's partners and investment professionals have considerable experience in company management, corporate strategy, management consulting and corporate finance and have a long track record of successful partnerships with management teams.

ANCHORAGE CAPITAL PARTNERS ACQUIRES MARK GROUP

Anchorage Capital Partners announced today that it has completed the acquisition of Mark Group Pty Ltd (Mark Group).

Mark Group is a market leader in solar photo voltaic installations, with operations across Australia.
  
Mark Group was established in 2009 as a wholly owned subsidiary of Mark Group United Kingdom (MGUK).  The business became available for sale following a restructure of the original family ownership of MGUK.

"Mark Group operates a strong platform within the solar installation sector with an established national footprint and a reputation for high quality service and products", said Anchorage Managing Director Phil Cave. "With the current focus on renewable energy sources and energy efficiency, we see significant opportunity in the business for sustainable earnings improvement."

MGA has a high quality management team who are well-known in the sector. Anchorage will be represented on the Board of Mark Group by Phil Cave as Chairman and Callen O'Brien as Non-Executive Director.

Anchorage Managing Director Callen O'Brien will chair the turnaround committee.

About Mark Group 

Mark Group was established in 2009 and was previously a wholly owned subsidiary of Mark Group United Kingdom.  The company is a market leader in solar photo voltaic installations with operations across Australia.  

About Anchorage Capital Partners

Anchorage Capital Partners is a specialist Australian private equity firm that focuses on investing in companies which have strong and established track records, but are not achieving their full potential.  The funds managed by Anchorage have $450 million in committed funds.  Anchorage's partners and investment professionals have considerable experience in company management, corporate strategy, management consulting and corporate finance and have a long track record of successful partnerships with management teams.

Anchorage Capital Partners Acquires Independent Children's Footwear Retailer Shoes & Sox

Anchorage Capital Partners announced that it has today completed the acquisition of Shoes & Sox Pty Ltd.

Founded in 1987, Shoes & Sox is Australia’s leading independent children’s footwear specialist. Focused on the premium childrens’ and infants’ shoe market, Shoes & Sox has a reputation for fitting expertise -“we fit feet right.” Shoes & Sox currently employs around 200 staff across 24 stores, which are located in premium Australian metropolitan shopping centres.

The acquisition of Shoes & Sox is highly complementary to Anchorage’s recent acquisition of Brand Collective. “As Brand Collective’s largest customer for Clarks shoes, the acquisition of Shoes & Sox enhances Brand Collective’s pathway to the customer and improves Brand Collective’s position in the footwear value chain”, said Simon Woodhouse, Anchorage Managing Director and Chairman of Brand Collective. “Along with the strategic value for Brand Collective, there is significant opportunity to grow the Shoes & Sox retail network in this specialty segment.”

Shoes & Sox has an experienced and highly regarded leadership team, led by Martin and Michele Tabachnik.  Martin and Michele will remain with Shoes & Sox for at least two years following completion of the sale.

“This transaction represents an exciting new phase for Shoes & Sox, providing additional scale to drive future growth,” said Managing Director Martin Tabachnik.  “Importantly, it ensures the longer-term prosperity of Shoes & Sox for our valued staff, who deliver on our mission of putting the best-fitting shoes on children’s feet.”

Anchorage will be represented on the Board of Shoes & Sox by Simon Woodhouse as Chairman and Daniel Wong as Non-Executive Director.

About Shoes & Sox

Shoes & Sox is Australia’s leading independent children’s footwear specialist.  Focused on the premium childrens’ and infants’ shoe market, Shoes & Sox has a reputation for fitting expertise -“we fit feet right.” Shoes & Sox currently employs around 200 staff across 24 stores, which are located in premium Australian metropolitan shopping centres. 

About Brand Collective

Brand Collective owns a number of iconic Australian brands including Volley, Grosby and Julius Marlow, and has exclusive licences for leading international brands including Superdry, Clarks, Hush Puppies and Mossimo.  The business sells through a combination of leading department stores and discount department store chains, as well as around 50 branded retail sites and several company owned websites.  Brand Collective also owns the Shoe Warehouse chain of discount footwear stores. 

About Anchorage Capital Partners

Anchorage Capital Partners is a specialist Australian private equity firm that focuses on investing in companies which have strong and established track records, but are not achieving their full potential.  The funds managed by Anchorage have $450 million in committed funds.  Anchorage's partners and investment professionals have considerable experience in company management, corporate strategy, management consulting and corporate finance and have a long track record of successful partnerships with management teams.  Anchorage has significant experience in the consumer products and retail sector, gained through successful investments including Dick Smith Holdings, Burger King New Zealand and Golden Circle.  

Anchorage Capital Partners Acquires the Footwear and Outerwear Brands of Pacific Brands Limited

Pacific Brands announced today it has signed an agreement to sell the Footwear and Outerwear businesses of its Brand Collective division to Anchorage Capital Partners.  Anchorage is also acquiring the rights to the Brand Collective name, which will be the trading name of the business going forward.  Martin Matthews, current Group General Manager of Brand Collective, will be Chief Executive Officer of the newly acquired business.  Caleb Brown, current General Manager of Strategy and Commercial Finance, will be Chief Financial Officer.  

Brand Collective owns a number of iconic Australian brands including Volley, Grosby and Julius Marlow, and has exclusive licences for leading international brands including Superdry, Clarks, Hush Puppies and Mossimo.  The business sells through a combination of leading department stores and discount department store chains, as well as around 50 branded retail sites and several company owned websites.  Brand Collective also owns the Shoe Warehouse chain of discount footwear stores.  

In partnership with management, Anchorage has developed a comprehensive rejuvenation plan for Brand Collective.  Anchorage Managing Director and Chairman of Brand Collective, Simon Woodhouse, said “Anchorage is extremely excited to announce the acquisition of Brand Collective.  The business has an enviable brand portfolio and we believe that with the right focus and investment we can establish Brand Collective as the leading house of brands in the Australasian region.  We look forward to working with Martin, Caleb and all of the employees of Brand Collective to achieve this vision.”

Joining Simon on the Board will be fellow Anchorage partner Daniel Wong, while Chris Adams, Director at Anchorage, will also assist management with the turnaround program.

Martin Matthews, CEO of Brand Collective said “I am extremely excited by the opportunity this change creates for the Brand Collective business, our brands and our people.  Under Anchorage's ownership we will have the support, freedom and investment we need to accelerate the turnaround of our business and the rejuvenation of our brands.  We look forward to partnering closely with our licensors, retail customers and suppliers to achieve our vision for the business.”

Anchorage's financing partner for the transaction is Westpac.  Minter Ellison provided legal advice and Ernst & Young acted as tax advisor.  

The transaction is expected to complete on 1 December 2014.  
 

About Anchorage Capital Partners

Anchorage Capital Partners is a specialist Australian private equity firm that focuses on investing in companies which have strong and established track records, but are not achieving their full potential.  The funds managed by Anchorage have $450 million in committed funds.  Anchorage's partners and investment professionals have considerable experience in company management, corporate strategy, management consulting and corporate finance and have a long track record of successful partnerships with management teams.  Anchorage has significant experience in the consumer products and retail sector, gained through successful investments including Dick Smith Holdings, Burger King New Zealand and Golden Circle.  

Sunningdale Tech Acquires First Engineering Limited

Singapore Exchange Mainboard-listed Sunningdale Tech Ltd ("Sunningdale Tech") announced today completion of the 100% acquisition of all of the issued and paid-up shares of Anchorage Singapore Holdings Pte Ltd, the ultimate

holding company of First Engineering Limited ("FEL"). The transaction values FEL at an enterprise value of US$80 million.

Headquartered in Singapore, FEL is a market leading manufacturer of precision plastic moulds and engineering components, for the automotive, consumer/IT and healthcare (medical device) business segments. FEL serves a blue chip customer base from its manufacturing and sales locations across five countries. In the preceding twelve month period ending 31 July 2014, FEL generated revenue and EBITDA of US$134 million1 and US$17.1 million1, respectively.

"In just over two years of Anchorage ownership, a comprehensive turnaround program has resulted in a fully invested, high quality and scalable business," said Anchorage Managing Director and FEL Chairman, Daniel Wong.

"Today, FEL is one of the most diversified precision plastics manufacturers in Asia, with high quality customers and exposure to attractive markets such as auto and medical devices. Strategic capital investment, including a best-in-class tooling centre in Shanghai, China, and manufacturing facility in Chennai, India, have further strengthened FEL’s design, engineering and manufacturing capabilities, to be leveraged for future growth."

Rippledot Capital advised the Board in relation to the transaction and Allen & Gledhill was FEL’s legal adviser.

Sunningdale Tech’s announcement can be viewed here.

About Anchorage Capital Partners
Anchorage Capital Partners is a specialist Australian private equity firm that focuses on investing in companies which have strong and established track records, but are not achieving their full potential. The funds managed by Anchorage have $450 million in committed funds. Anchorage's partners and investment professionals have considerable experience in company management, corporate strategy, management consulting and corporate finance and have a long track record of successful partnerships with management teams.


1 Based on unaudited and unreviewed management accounts prepared by FEL. Revenue does not include any contribution from FEL’s joint venture partner, while EBITDA includes proportionate contribution from FEL’s joint venture company

Ruralco Holdings Acquires Total Eden

Australian Securities Exchange-listed Ruralco Holdings Limited (“Ruralco”) today announced it had completed the acquisition of 100% of Total Eden Holdings Pty Ltd (“Total Eden”) for a purchase price  of $57.4 million.

Total Eden provides end to end water management solutions across its two trading divisions, being  Networks and Services. The Networks division currently comprises 37 retail stores and 4 distribution  centres in WA, NSW, QLD, VIC and SA.  The Services division provides water solutions to a broad  range of customers including government, agriculture and mining across Australia and New Zealand.  

“Together with the Total Eden management team, Anchorage have successfully steered the business  through a challenging period of turnaround, business integration and performance improvement,”  said Anchorage Managing Director and Total Eden Chairman, Daniel Wong.  

“Our focus on enhancing the company’s internal systems and controls, products, brand and culture  has underpinned a sustained increase in financial performance.  Total Eden today is a market leading  water solutions business with established national distribution footprint and end to end project  delivery capabilities.” Ruralco’s announcement can be viewed here.

 

About Anchorage Capital Partners
Anchorage Capital Partners is a specialist Australian private equity firm that focuses on investing in  companies which have strong and established track records, but are not achieving their full  potential.  The funds managed by Anchorage have $450 million in committed funds.  Anchorage's  partners and investment professionals have considerable experience in company management,  corporate strategy, management consulting and corporate finance and have a long track record of  successful partnerships with management teams.

Dick Smith Lists on ASX

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Dick Smith lists on ASX - Major step for iconic consumer electronics business

Wednesday, 4 December 2013

Dick Smith Holdings Limited (Dick Smith) (ASX: DSH) will today be admitted to the official list of the Australian Securities Exchange (ASX), with trading in its fully paid ordinary shares (Shares) commencing following strong demand in its initial public offering (IPO).

The Shares, which were offered at a price of $2.20 each, implying a market capitalisation of the company of $520 million, will debut on ASX at 12.00pm (Sydney time).

Nick Abboud, Managing Director and CEO of Dick Smith, said: “Today is a major step in the evolution of our company, 
one that has been a fixture in the retail community in Australia and New Zealand for decades.

“We have been greatly encouraged by the institutional and retail shareholder response to the IPO and the strong 
demand for Shares. This has allowed us to assemble a high quality register of institutional Shareholders.

“However, we are 100% aware of the responsibility we have to deliver on behalf of our Shareholders. They want to see 
us meet our objectives and to deliver sustainable profit and growth.”

Anchorage Capital Partners, a turnaround and special situations private equity firm, will remain as a key Shareholder in Dick Smith by retaining an interest of 20%. Dick Smith management will hold 11.5% of the Shares issued.

Dick Smith Chairman and Anchorage founder, Phil Cave, paid tribute to the transformation program that Nick Abboud 
and the management team had driven at the company.

“Working with Nick has been a great partnership for us. A tremendous amount of work has gone into driving change and 
getting Dick Smith to the point that it can become a listed company,” Mr Cave said. “There is still more to do, of course, and Anchorage is retaining a significant Shareholding as a sign of our confidence in the company’s forecast financial performance.”

Goldman Sachs and Macquarie Capital were joint lead managers, joint bookrunners and underwriters to the Offer. 
Aquasia advised the Board in relation to the Offer and Minter Ellison was Dick Smith’s legal adviser.

Anchorage Capital Partners Closes Fund II

ANCHORAGE ANNOUNCES CLOSING OF ANCHORAGE CAPITAL PARTNERS FUND II AT A$250 MILLION.

Second Turnaround Fund Capped at A$250 Million.

Anchorage Capital Partners (“Anchorage”), the Sydney based private equity firm focusing on special situations and turnaround investment in the Australian, New Zealand and Southeast Asian markets, today announced the A$250 million first and final closing of Anchorage Capital Partners II, (the “Fund” or “Fund II”). Significant interest from both existing and new investors meant that the Fund was oversubscribed and capped at A$250 million.

Anchorage maintained the strong local market support evidenced in prior fundraising efforts, with over 50% of Fund commitments sourced from Australian institutions. Offshore Limited Partners, comprising a select group of institutional investors from Asia, Europe and the U.S., provided the balance of the commitments.

Consistent with the Anchorage Capital Partners I investment mandate, the Fund will seek controlling investments in underperforming Australian, New Zealand and Southeast Asian businesses, with enterprise values typically between A$50 million and A$250 million. Anchorage believes that the middle market will continue to provide attractive turnaround opportunities throughout the Investment Period of Fund II and beyond.

Anchorage Partners Michael Briggs, Phil Cave, Daniel Wong and Simon Woodhouse agreed that closing the Fund in less than six months despite the challenging fundraising environment was a terrific achievement. The Team sincerely appreciates the support of existing investors and welcomes new investors to the Fund.

To date, Anchorage Capital Partners I has made six investments and distributed over A$60 million to Fund I investors.

MVision Private Equity Advisers acted as global placing agent for both Fund I and II. Minter Ellison acted as legal adviser and Ernst & Young acted as tax adviser to Anchorage.

Background

Anchorage Capital Partners (“Anchorage”) is a dedicated private equity special situations manager formed in 2007, focused on the Australian and New Zealand markets and selectively in Southeast Asia.

Anchorage takes an intensely hands-on and proactive approach to implementing its turnaround plans by leading the Board of a portfolio company and driving newly created Turnaround Committees at each portfolio company, which combines Anchorage Investment Team members, the CEO, CFO and other senior managers of portfolio companies. The Partners each have extensive experience in private equity, as well as direct commercial experience in management, strategy formulation, finance, accounting and operations. 

Anchorage Capital Partners Fund I was closed on 31 March 2010 with total committed capital of A$200 million. 

Anchorage Capital Partners Acquires Dick Smith Electronics

Anchorage Capital Partners today announced that it has entered into an agreement with Woolworths Limited to acquire 100 per cent of Dick Smith Electronics, with the transaction expected to complete by November 2012. 

Dick Smith is an iconic Australian consumer electronics retailer that was founded in 1968 by entrepreneur Dick Smith and became part of the Woolworths group in 1980. Today Dick Smith employs more than 4,500 people across 325 stores in Australia and New Zealand and in fiscal year 2012 reported sales of $1.6 billion.

The transaction has been conservatively structured so that Dick Smith will emerge from the sale supported by a strong balance sheet with considerable asset backing and no core debt. As part of the purchase, Anchorage will also support the business by providing additional cash investment and guarantees. It is Anchorage's intention to maintain the current network of 325 stores across Australia and New Zealand and to consider selective network expansion over time where appropriate. 

Phillip Cave, Chairman of Anchorage commented: “Anchorage is impressed with the underlying quality of the business and sees Dick Smith as an ideal fit for our investment mandate of acquiring established businesses with strong brands that can benefit from Anchorage's proprietary approach to operational performance improvement. We're extremely pleased to have entered into the agreement with Woolworths and are confident in the long term success of the business.”

Anchorage has appointed Mr Nick Abboud as Chief Executive Officer, effective upon completion of the acquisition. The Dick Smith Board will comprise; Mr Phillip Cave as Chairman and Mr Michael Briggs, a Partner at Anchorage, together with Mr Nick Abboud and Mr Bill Wavish.

Mr Abboud, who brings 24 years' experience in the Australian retail sector, recently announced his resignation from retailing group Myer Australia, where he has worked since 1993. He was most recently Executive General Manager Operations, responsible for the overall strategic planning and direction ofMyer's store operations from conceptualisation to delivery of operational strategies. His previous positions included Director of Store Operations and Director of Retail Stores. Nick began his retail career on the shopfloor and worked his way through one of Australia's largest and most respected organisations to the senior echelons of management, leveraging his detailed, hands-on understanding of all facets of retail operations. 

Mr Wavish is a retail industry veteran whose prior positions include Executive Chairman of Myer, Finance Director of Woolworths and Supermarkets Director of Woolworths. Mr Wavish currently serves as Chairman of Bendon Ltd and Chairman of the Vodafone Warriors.

Nick and Bill have previously worked together at Myer, effecting significant performance improvements under private equity ownership before Myer's IPO in 2009. 

Commenting on his appointment, Nick said “I am delighted to be joining this iconic Australian retailer. Dick Smith is a well regarded brand supported by an experienced team and an excellent national footprint. Anchorage and I see great potential in the Dick Smith business and I look forward to working with the team to fully realise these opportunities.”

More details 
Michael Briggs, Partner
Email: anchorage@anchoragecapital.com.au 

Anchorage Capital Partners

Anchorage was formed in 2007 and currently has A$200 million committed capital. Anchorage targets investments in businesses with a strong brand and leading market position, which are materially underperforming. Anchorage drives the turnaround program directly through active involvement in the business, leveraging its significant experience in operational management, business leadership, corporate finance and, strategy.

Dick Smith Electronics Pty Ltd

Dick Smith is an iconic Australian consumer electronics retailer that was founded in 1968 by entrepreneur Dick Smith and became part of the Woolworths group in 1980. Today Dick Smith employs more than 4,500 people across 325 stores in Australia and New Zealand and in fiscal year 2012 reported sales of $1.6 billion.

“Anchorage is impressed with the underlying quality of the business and sees Dick Smith as an ideal fit for our investment mandate of acquiring established businesses with strong brands that can benefit from Anchorage's proprietary approach to operational performance improvement.”

Phillip Cave, Chairman

Anchorage Capital Partners Fund I Completes its Investment in First Engineering

On 8 June 2012 Anchorage Capital Partners, an independent Australian private equity manager, announced the signing and completion of its investment in First Engineering Limited.  Established in 1979, First Engineering is headquartered in Singapore, and is one of the leading precision plastic injection moulding (PIM) manufacturers serving multi-national corporations in Asia.

In August 2007, First Engineering was privatised, following privatization the performance of the business materially declined due to several factors, including high leverage under the acquisition structure, combined with soft global demand flowing from the global financial crisis.

First Engineering subsequently defaulted on its senior debt facilities due to breach of covenants, and was taken over by the Senior Lenders through a credit bid in September 2009, ensuring the survival of the business.  Anchorage identified the business through its Asian network, and agreed indicative terms in late 2011, including a period of exclusive due diligence, ultimately leading to completion in June 2012. 

First Engineering has six production facilities in Malaysia, China (Shanghai, Suzhou, Guangzhou), Singapore and India, with more than 2,500 employees.  The business designs, engineers and produces components for business machines, hard disk drives, automobiles and medical devices

Daniel Wong, Partner of Anchorage and new Chairman of First Engineering, said: "Despite the stress placed on the business over an extended period of time the underlying quality of the business remains.  We have identified a large number of turnaround initiatives that will markedly improve earnings.  The turnaround program has already commenced, with Anchorage well entrenched in the business.”  Anchorage will focus on improving the core operations of the business and continue diversification into the healthcare and automotive sectors.  Following completion of the sale process the business has a substantially improved balance sheet.

Chief Executive Officer, Brian Smith who was appointed in June 2011, and will continue with the business, said: “First Engineering now possesses one of the most experienced management teams of any PIM manufacturer within the Asian plastics industry. The combination of First Engineering's management team and Anchorage's turnaround focus will create a strong strategic combination and elevate First Engineering to the top of its competitive set.”  Brian has already made significant progress in stabilising the business, and will drive the turnaround program in partnership with Anchorage.

During the due diligence phase Anchorage sought the appointment of Neo Age Seng as Chief Operating Officer.  Neo was appointed in May 2012 and has extensive experience in PIM operations.  Neo is extremely well known to Anchorage having previously partnered with Anchorage in its investment in Omni Plastics. 

Daniel Wong will join the board as Chairman, along with his Anchorage colleague Phil Cave.

More details -
Daniel Wong, Partner
Email: anchorage@anchoragecapital.com.au

Anchorage Capital Partners

Anchorage was formed in 2007 and currently has A$200 million committed capital. Anchorage targets investments in businesses with a strong brand and leading market position, which are materially underperforming. Anchorage drives the turnaround program directly through active involvement in the business, leveraging its significant experience in operational management, business leadership, corporate finance and, strategy.

First Engineering Pty Limited

First Engineering has six production facilities in Malaysia, China (Shanghai, Suzhou, Guangzhou), Singapore and India, with more than 2,500 employees.  The business designs, engineers and produces components for business machines, hard disk drives, automobiles and medical devices.

Blackstone to Acquire New Zealand's Antares Restaurant Group

The Blackstone Group (NYSE: BX) announced today that its Private equity funds have agreed to acquire Antares Restaurant Group in New Zealand from Anchorage Capital Partners. Terms of the transaction were not disclosed. 

Headquartered in Auckland, Antares has the exclusive franchise development rights for the Burger King brand in New Zealand ad operates 75 Burger King(r) restaurants throughout the country. Under the leadership of the current management team, the business is in the early stages of an ambitious refurbishment program while also opening new restaurants to broaden the footprint a an increasing number of local communities across New Zealand. 

Jan Nielsen, a Managing Director in Blackstones private equity group, said: "We are extremely excited about the potential we see in Antares and the superb quality of the management team who will be our pumas to fuller develop and grove this business. Burger Ring' is a leading consumer business with an iconic brand and Moue growth prospects in the Asia-Pacific ream, and we are excited about partnering with Burger King Corporation to expand their presence in the region."

Mark Bayliss, a Partner with Anchorage Capital Partners, said, "Anchorage has enjoyed working closely with the Antares management team over the past 2 years to transform the operational and financial performance of the business and build a sustainable growth platform going forward, and we are pleased with the excellent result the sale will deliver to our investors." 

John Elliott, Chief Executive Officer of Antares, added: "I am delighted that Blackstone will be the new investor and owner of Antares. With their long term focus and drive to add value through deployment of capital and operational improvements, we believe that they are the perfect partner to work with to take Antares to the next level." 

Blackstone is one of the largest private equity investors in the world with US$38 billion in capital committed or invested in I60 separate private equity transactions. Blackstone currently has US$17 billion of available equity capital to invest in further private equity transactions.

Anchorage Capital Partners is an Australasian private equity fund focused on special situation opportunities and operational turnaround investments. 

Goldman Sachs acted as financial advisor for Blackstone with Rippledot Capital Advisers acting for Anchorage. Deloitte furthermore assisted Blackstone with financial and tax due diligence. Bell Gully and Simpson Thacher & Bartlett acted as legal advisors to Blackstone with Minter Ellison Rudd Watts acting for Anchorage. Debt financing and ongoing credit facilities to Antares are being provided by ANZ, Rabobank and Westpac. 

About Blackstone 

Blackstone (NYSE:BX) is one of the world's leading investment and advisory firms. Blackstone seeks to create positive economic impact and long-term value for its investors, the companies they invest in, the companies they advise and the broader global economy. Blackstone does this through the commitment of their extraordinary people and flexible capital. Their alternative asset management businesses include the management of private equity funds, real estate funds, hedge fund solutions, credit-oriented funds and closed-end mutual funds. Blackstone also provides various financial advisory services, including financial and strategic advisory, restructuring and reorganization advisory and fund placement services. Further information is available at www.blackstone.com. Follow us on Twitter @Blackstone. 

About Anchorage

Anchorage Capital Partners has an established track record of investing in quality businesses that are underperforming and delivering executable turnaround programmes through hands on involvement to drive performance and superior returns to investors. Further information is available at www anchoragecapital.com.au. 

Anchorage Capital Partners Fund I completes its investment in Total Eden

Anchorage Capital Partners, an independent Australian private equity  manager, today announced the completion of its investment in Total  Eden, the Water Products and Services division of Alesco Corporation  Limited. Alesco identified Total Eden as being “non-core”, and sought  to divest the division so as to focus on its remaining businesses. 

Total Eden was formed in December 2006 through the amalgamation of Total Eden Watering in Western Australia and McCracken's Water  Services based on the east coast, and was acquired by Alesco in 2007. 

The business provides water management products and services across  Commercial, Industrial and Retail markets across Australia. The branch  network comprises 38 retail sites and 10 commercial and industrial sites  in Queensland, NSW, Victoria and WA.  

Since 2007, the business has underperformed due to a range of operational and structural issues. A number of opportunities have been  identified that will enhance the performance of the business through  improving operating capabilities, strategic focus and creating an  organizational structure to support growth and target market  opportunities. 

Daniel Wong, Partner of Anchorage, said: "Total Eden is another orphan  investment, with significant scope for performance improvement. As a  part of our due diligence we identified a large number of material  opportunities that will allow for sustainable improvement in earnings as  well as the overall quality of the business.” 

Existing new management, including Chief Executive Officer, Wayne  Powell will continue with the business to drive the turnaround program.  

Daniel Wong who oversaw the transaction will join the board as  Chairman, along with his Anchorage colleague Phil Cave.

More details -
Daniel Wong
Partner
Email: anchorage@anchoragecapital.com.au

Anchorage Capital Partners

Anchorage was formed in 2007 and currently has A$200 million  committed capital. Anchorage targets investments in businesses with a  strong brand and leading market position, which are materially  underperforming. Anchorage drives the turnaround program directly  through active involvement in the business, leveraging its significant  experience in operational management, business leadership, corporate  finance and, strategy. 

Total Eden Pty Limited

Total Eden is one of Australia's largest suppliers of quality water  products and services supplying a broad range of customers, including  agricultural, domestic, commercial, industrial and mining customers. It  has 42 locations Australia wide and operates through its retail, industrial  and commercial businesses. 

Anchorage Capital Partners Fund I Completes its investment in Boral Scaffolding & Formwork

Anchorage Capital Partners an independent Australian private equity manager, today announced the completion of the acquisition of Boral Formwork & Scaffolding (BFS) from Boral Limited. The business was acquired following the completion of a strategic review by Boral which identified the business as noncore. 

Acrow operates a national network of scaffolding and formwork solutions branches, including the industry standard Acrow brand in formwork and Cuplock in scaffolding, consisting of 11 scaffolding branches, four formwork branches, and three dual formwork and scaffolding hybrid branches across Australia. The company presently holds the number three position in the overall Australian scaffolding market.

The business has been rebranded and will be known as Acrow Formwork and Scaffolding Pty Limited (Acrow). The name Acrow has been active in the Australian construction industry since 1950 and its heritage dates back to 1936, when the company was first launched in the United Kingdom. The decision to rebrand back to the grass roots of the business reflects our determination to be leaders in delivering impeccable service and providing access and safety solutions that are synonymous with the `Acrow' brand. 

Michael Briggs, Partner of Anchorage, said: "Acrow is a classic orphan investment for Anchorage, where the business was non-core to the parent and subsequently did not perform to its full potential. Acrow is a strong brand in the construction segment, with a good market position. Anchorage have identified a number of turnaround initiatives to leverage this brand and market position, as well as extract the benefits of an increased strategic focus following the decoupling from Boral.

Anchorage has put in place a new management team to be led by experienced executive, Andrew Luxton who will join the business as Managing Director. Andrew was CEO and Managing Director of Cromford Group Pty Limited prior to his appointment at Acrow. Bruce Short will also join as Chief Financial Officer, his career history includes leadership and senior finance roles with Cromford Group, James Hardie, Boral and CSR. These appointments, combined with the continuation of key existing management, provide a strong foundation to allow the business to fulfil its potential. 

Michael Briggs who oversaw the transaction will join the board as Chairman, along with his Anchorage colleagues Phil Cave and Simon Woodhouse.


More details -
Michael Briggs
Partner
Email: anchorage@anchoragecapital.com.au


Anchorage Capital Partners

Anchorage was formed in 2007 and currently has A$200 million committed capital. Anchorage targets investments in businesses with a strong brand and leading market position, which are materially underperforming. Anchorage drives the turnaround program directly through active involvement in the business, leveraging its significant experience in operational management, business leadership, corporate finance and, strategy.

Acrow Formwork & Scaffolding Pty Limited

Acrow operates a national network of scaffolding and formwork solutions, including the industry standard Acrow brand in formwork and Cuplock in scaffolding. Consisting of eleven scaffolding branches, four formwork branches, and three dual formwork-scaffold hybrid branches, the company presently holds the number three position in the overall Australian scaffolding market.

Anchorage Capital Partners Closes A$200 Million Fund

Oversubscribed Debut Fund Capped at A$200 Million 
Anchorage Capital Partners (“Anchorage”), the Sydney based private equity firm which focuses on Australian mid market special situation and turnaround buyouts, today announced the A$200 million final closing of Anchorage Capital Partners I, (the “Fund”). The strong support from new investors meant that the fund was oversubscribed and capped at A$200 million.

Anchorage secured capital commitments from best-in-class global institutional investors, asset managers, public pension plans and funds of funds from Australia and the United States. 
The Fund will seek special situations where it can make controlling investments in underperforming Australasian businesses, with enterprise values between A$50m and A$250m.

“We are delighted by the level of interest received throughout this fundraise in what was a difficult economic period”, said Phillip Cave, Founder and Chairman of Anchorage.

MVision Private Equity Advisers acted as global placing agent. Minter Ellison acted as legal adviser to Anchorage. 

Background

Anchorage Capital Partners (“Anchorage”) was formed in 2007 and specializes in special situations and performance improvement opportunities, with a focus on Australian and Asian markets.

The Anchorage team have built their private equity experience over many years, commencing with a hands on involvement in business turnarounds at the chief executive and executive level, then progressing to driving investee performance improvement from an active board level involvement.

Prior to completing its first close in July 2008, the Fund successfully invested in Golden Circle, the iconic Australian manufacturer of canned fruit and vegetables, chilled fresh and long life juices. In December 2008 Anchorage sold its investment in to H.J. Heinz achieving a gross IRR of 129% and a 2.5x multiple on the transaction.

The Funds’ current investments include Antares Restaurant Group Pty Limited, the company holding the master franchise rights to operate the Burger King system in New Zealand. The Burger King network in New Zealand currently includes 72 restaurants across the North and South Islands. The Fund also holds a strategic investment in Bisalloy Steel Limited (“Bisalloy”), listed on the ASX, Bisalloy is the only manufacturer of quench and tempered steel in Australia.

More details –
Phillip Cave
Partner

Mark Bayliss
Partner

Email: anchorage@anchoragecapital.com.au

Anchorage Capital Partners Fund I Completes Its Investment in leading New Zealand Quick Service Restaurant Brand: Burger King

Anchorage Capital Partners an independent Australian private equity manager, today announced the completion of its acquisition of the New Zealand quick service restaurant chain, Burger King (trading as TPF Restaurants Limited), from the owners and founders Dennis Jones and Mark Backhaus. The business has been acquired in partnership with a management team, comprising existing senior management and new management, with significant quick service restaurant experience.

Burger King New Zealand currently operates 71 restaurants throughout the North and South Islands of New Zealand, with revenues in excess of NZ$150 million. Though the business is performing relatively soundly, Anchorage together with management identified numerous opportunities to significantly improve the base operations, implementing industry best practice and investing in the business to maximize the earnings potential of the brand in New Zealand.

Mark Bayliss, Partner of Anchorage, said: “Burger King is an outstanding brand, with a strong market position in New Zealand, but there is significant scope to enhance operational performance. In addition there is a further opportunity to invest in the restaurant network to compliment the turnaround opportunity to satisfy latent demand.

Anchorage has an established track record of investing in quality businesses that are underperforming, and delivering an executable turnaround program to drive performance above the current status quo through an identifiable and achievable plan. The acquisition of Burger King New Zealand is a classic turnaround, with significant upside available from doing the basics well.”

Anchorage has put in place a new management team to be led by experienced quick service restaurant executive, John Elliott who will join the group to oversee operations, combined with key existing management, including General Manager Business Services Michelle Alexander, who assumes the role of Commercial Director. 
John Elliott said “This is an exciting opportunity to develop and invest in the Burger King brand in New Zealand.”

Anchorage typically targets investments in businesses with a strong brand and leading market position, which are materially underperforming. Anchorage drives the turnaround program directly through active involvement in the business, leveraging its significant experience in operational management, business leadership, corporate finance and strategy.

The holding company has been renamed Antares Restaurant Group Limited.

More details –

Mark Bayliss
Partner
Email: anchorage@anchoragecapital.com.au

Anchorage Capital Partners

Anchorage was formed in 2007 and currently has A$100 million committed capital, and is targeting a final close in coming months for a total commitment of up to A$200 million.

Burger King New Zealand

Burger King New Zealand trading as TPF Restaurants Limited opened its first restaurant in New Zealand in 1994, and currently comprises a network of 71 restaurants, including two independently owned restaurants. BK holds the number two position in the quick service restaurant segment in New Zealand, and is the second largest burger chain in the country

Proposal for Heinz to acquire Golden Circle Limited

Golden Circle Limited (Golden Circle) and H.J. Heinz Company Australia Limited (Heinz) have today announced they have entered into an Implementation Agreement whereby it is proposed that Heinz will acquire all of the Golden Circle shares on issue for A$1.65 cash per share (the Heinz Proposal), valuing Golden Circle at approximately $288 million. 

The acquisition is to be implemented by way of a Scheme of Arrangement (the Scheme) under which Golden Circle Shareholders will be asked to vote on the Heinz Proposal at a Scheme Meeting, expected to be held in early to mid December 2008 (Scheme Meeting). Further details of the Scheme will be provided to Golden Circle Shareholders in the coming weeks through an Explanatory Booklet, which will include an Independent Expert's Report.

Scheme Highlights

  • Heinz proposes to acquire the entire issued capital of Golden Circle for $1.65 per share in cash
  • The Directors of Golden Circle strongly encourage Shareholders to vote in favour of the Scheme - either in person at the Scheme Meeting or by proxy (in the absence of a Superior Proposal and subject to the Independent Expert concluding that the Scheme is in the best interest of Golden Circle Shareholders). For Shareholder approval to be obtained, more than 50% in number of Golden Circle Shareholders voting at the Scheme Meeting (whether in person or by proxy) (Headcount Test), and at least 75% of the total number of votes cast at the Scheme Meeting (whether in person or by proxy) must approve the Scheme
  • If successful, it is expected that the Scheme will be implemented, including the payment of $1.65 per share to Golden Circle Shareholders, by late December 2008
  • Heinz has indicated its desire to maintain contracts between Golden Circle and its growers, who would benefit from potential increases in demand volume over time as Heinz grows the business
  • An Independent Expert, Ernst & Young Transaction Advisory Services Limited, has been appointed by the Board of Golden Circle to consider the Heinz Proposal and provide an opinion on whether the Heinz Proposal is in the best interest of Golden Circle Shareholders, in the absence of a Superior Proposal
  • The Board of Golden Circle has unanimously recommended the Heinz Proposal, and intends to vote in favour of the Heinz Proposal with respect to all Golden Circle shares held by them or in which they otherwise have a relevant interest. This unanimous recommendation is subject to no Superior Proposal emerging and the Independent Expert concluding that the Scheme is in the best interest of Golden Circle Shareholders
  • Golden Circle's major Shareholder, Anchorage, intends to vote their shares in favour of the Scheme, in the absence of a Superior Proposal
  • $1.65 per share represents a significant premium of 313% to the closing price of Golden Circle on 3 October 2008 of $0.40, being the last trading day prior to the announcement of the Heinz Proposal
  • Every Golden Circle Shareholder will be asked to vote on the Heinz Proposal at a Scheme Meeting expected to be held in early to mid December 2008, either in person or by completing the relevant proxy form Important information on the Heinz Proposal will be contained within the Explanatory Booklet which is expected to be circulated to Golden Circle Shareholders in late October or early November 2008
  • Implementation of the Scheme is subject to a number of conditions (summarised in the attachment to this announcement) including the approval of the Supreme Court of Queensland

Golden Circle Chairman, Mr. Phillip Cave said: "The Board of Golden Circle believes that the Heinz Proposal represents a compelling value proposition and is in the best interests of Golden Circle Shareholders. In the absence of a Superior Proposal, the Board of Golden Circle unanimously recommends that Golden Circle Shareholders vote in favour of the Heinz Proposal at the Scheme Meeting." 

"The continuation of contracts between growers and Golden Circle was an issue of high importance during our deliberations regarding the Heinz Proposal. Heinz has indicated its desire to maintain grower contracts," he said. 

"The Board also considers the certainty of timing and payment of the Heinz Proposal as attractive for all Golden Circle Shareholders, particularly during a period of difficult economic conditions". Golden Circle's largest Shareholder, Anchorage, which has a 35% shareholding commented, "The Heinz Proposal is very attractive and we intend to vote in favour of the Heinz Proposal in the absence of a Superior Proposal." 

Golden Circle Chief Executive Officer Craig Mills said: "Heinz is a leading global player in the food industry. It is considered an innovator with considerable marketing know-how" 

"The acquisition provides the opportunity for a complementary product range offering a wide variety of everyday consumer food and beverages under iconic brands." 

Heinz Managing Director, Mr. Peter Widdows said: "Like Heinz, Golden Circle holds a longstanding Australian heritage of providing high quality, affordable food and beverages to Australian families. We look forward to continuing this heritage and growing the Golden Circle business." 

"We are acutely aware of Golden Circle's origins and the importance of Golden Circle to the farming community. Our desire is to maintain contracts between growers and Golden Circle, which would benefit from potential increases in volume over time as the combined sales and marketing strength of a combined Golden Circle and Heinz is realised." 

"Golden Circle's workforce also forms an integral part of Golden Circle's success and will benefit from opportunities that will become available as part of the Heinz group," he said. 

Benefits to Golden Circle Shareholders

  • All cash offer of $1.65 per share
  • A premium of 313% to Golden Circle's share price on 3 October 2008, being the trading date immediately prior to this announcement
  • Heinz has indicated its desire to strengthen the relationship with Golden Circle's growers

Indicative timetable 

The indicative timetable for events set out in this letter is as follows. It should be noted that the timing is for guidance only and may be influenced by a number of factors. Golden Circle will publicly announce any material changes to this timetable. 

6 October 2008 Implementation Agreement signed
Late October early November 2008 Explanatory Booklet and Notice of Scheme Meeting sent to Shareholders
13 November 2008 Shareholder Information Meeting
Early to mid December 2008 Scheme Meeting for Shareholders, followed by Supreme Court of Queensland court hearing
Late December 2008 If approved, payment of $1.65 cash per share

Implementation Agreement 

Golden Circle and Heinz have entered into an Implementation Agreement under which Heinz will acquire all of the Golden Circle shares on issue by way of Scheme of Arrangement between Golden Circle and its Shareholders. 

The Heinz Proposal is subject to Shareholder approval, regulatory approvals (including approval by the Foreign Investment Review Board), approval of the Supreme Court of Queensland and other conditions as set out in the Implementation Agreement. The key terms and conditions of the Scheme are summarised in an Attachment to this announcement. 

Shareholder Information Meeting 

A Shareholder information meeting in relation to the Heinz Proposal will be held on 13 November 2008 at The Events Centre, Caloundra commencing at 2pm and the Golden Circle Board encourages all Shareholders to attend this meeting. At this meeting, Golden Circle Shareholders will have an opportunity to further understand (including asking any questions relating to) the Heinz Proposal and to meet the Managing Director of Heinz, Mr Peter Widdows. 
Advisors 

Golden Circle is being advised by ABN AMRO Investment Bank. Heinz is being advised by UBS Investment Bank. 

For further information contact: 
Golden Circle:
Bruce Ruddy 
Rowland 
+61 7 3229 4499 
(Golden Circle communications advisor) 

Heinz: 
Peter Brookes 
Citadel
+61 407 911 389 
(Heinz communications advisor) 

SUMMARY OF IMPLEMENTATION AGREEMENT

Summary

Golden Circle Limited (Golden Circle) and H.J. Heinz Company Australia Limited (Heinz) have entered into an Implementation Agreement (Implementation Agreement). The Implementation Agreement sets out the obligations of Golden Circle and Heinz in relation to a Scheme of Arrangement to be proposed to Golden Circle Shareholders. A copy of the Implementation Agreement will be set out in the Explanatory Booklet that is to be provided to Golden Circle Shareholders prior to the Scheme Meeting. A summary of some of the key terms of the Implementation Agreement are set out below.

Conditions

Implementation of the Scheme is subject to the satisfaction or waiver of a number of conditions precedent including the following:
  • all regulatory approvals required to implement the Scheme are obtained including Foreign Investment Review Board approval;
  • no prohibitive orders or determinations prevent the implementation of the Scheme;
  • Golden Circle Shareholders approve the Scheme at the Scheme Meeting. The resolution for the Scheme must be passed by a majority in number of Golden Circle Shareholders present and voting (in person or by proxy) and whose votes represent at least 75% of the total votes cast at the meeting;
  • none of the Directors of Golden Circle change, qualify or withdraw their unanimous recommendation to Golden Circle Shareholders to vote in favour of the Scheme in the absence of a Superior Proposal and subject to the Independent Expert concluding that the Scheme is in the best interest of Golden Circle Shareholders;
  • the Scheme is approved by the Supreme Court of Queensland;
  • no change in the recommendation of the Golden Circle Board for Golden Circle Shareholders to accept the Heinz Proposal unless there is a Superior Proposal or if the Independent Expert concludes that the Scheme is not in their best interest;
  • no occurrence of a Material Adverse Change between the date of signing the Implementation Agreement and 8.00am on the Second Court Date;
  • no Golden Circle or Heinz Prescribed Occurrence occurs between the date of the Implementation Agreement and 8:00am on the Second Court Date;
  • the warranties given by Golden Circle and Heinz to each other in the Implementation Agreement are (and remain) true and correct; and
  • receipt of consent to the Scheme from GE Capital Asset Services and Trading Asia Pacific Pty Ltd being the financier to Golden Circle.

Material Adverse Change

A material adverse change means a matter, event or circumstance including a change in any applicable law that occurs, is announced or becomes known to the Golden Circle Board (whether or not it becomes 5 public) where that matter, event or circumstance:
  • has, has had or could reasonably be expected to have, individually or when aggregated with all such matters, events or circumstances the effect of diminishing the net assets of the Golden Circle group as at 30 June 2008 as disclosed in the Golden Circle 2007/2008 Annual Report by an amount of $16.5 million or more; or
  • will have or could reasonably be expected to have, individually or when aggregated with all such matters, events or circumstances the result that the EBITDA of the Golden Circle Group for the financial year ending 30 June 2009 is reduced by 20% or more of the budgeted EBITDA for that period.
The occurrence of a Material Adverse Change does not include matters disclosed to Heinz as provided in the Implementation Agreement.

Golden Circle Prescribed Occurrences

Golden Circle Prescribed Occurrences include (among others and subject to various carve outs such as due to a requirement under the Scheme or pursuant to the Implementation Agreement) Golden Circle:
  • increasing or decreasing its share capital in any way, including the issue of any dividends;
  • acquiring or disposing of material assets;
  • entering into contracts requiring material payments;
  • materially altering terms of employment or paying termination or retention payments;
  • making any changes to its Constitution;
  • distributing profits by way of payment of a dividend or otherwise; and
  • making any significant changes to accounting policies.

Termination

The Implementation Agreement may be terminated by either party at any time prior to 8.00am on the Second Court Date, by giving the other party written notice if:
  • the other party is in material breach of its obligations under the Implementation Agreement and has not rectified that breach within five Business Days (or any shorter period ending at 5.00pm on the day before the Second Court Date) after it is given notice by the first party specifying that breach and requiring it to be rectified;
  • at the Scheme Meeting, the Scheme is not approved by the necessary majorities of the Scheme Shareholders, except to the extent the Court is prepared to disregard the Headcount Test;
  • a Superior Proposal is publicly announced and the Golden Circle Board publicly announces that the Superior Proposal is recommended by the Golden Circle Board;
  • Heinz changes the structure of the Heinz Proposal from a scheme to a takeover, provided that the takeover bid is on terms at least as favourable as the Scheme;
  • the Court has refused to make any order directing Golden Circle to convene the Scheme Meeting or approving the Scheme, provided that both parties have met and consulted in good faith and agreed that they 6 do not wish to proceed with the Scheme;
  • the conditions (as summarised above) are not satisfied or waived (if capable of being waived) by the required date; or
  • the date the scheme becomes effective does not occur on or before the End Date.

Exclusivity

Under the Implementation Agreement, Golden Circle and Heinz have agreed to the following exclusivity arrangements for the period commencing on the date of the Implementation Agreement and ending on the earliest of:
  • the End Date;
  • the effective date of the Scheme; and
  • the date the Implementation Agreement is terminated in accordance with its terms,
(Exclusivity Period)

No talk
Subject to the exception noted below, during the Exclusivity Period, Golden Circle must ensure that neither it nor any of its Representatives (including Anchorage Golden Circle Pty Ltd and certain of its related bodies corporate), except with the prior written consent of Heinz, enters into or participates in any negotiations, discussions, agreement, arrangement or understanding with any other person in relation to, or which may reasonably be expected to lead to, a Competing Proposal or potential Competing Proposal.
No Shop
During the Exclusivity Period, Golden Circle must not, and must ensure that its Representatives (including Anchorage Golden Circle Pty Ltd and certain of its related bodies corporate) do not, except with the prior written consent of Heinz, solicit, encourage or invite, directly or indirectly, any enquiries, discussions or proposals in relation to, or which may reasonably be expected to lead to, a Competing Proposal.
Exception to No Talk
Golden Circle may undertake any action that would otherwise be prohibited by the No Talk limb of the above exclusivity arrangements if it is in response to unsolicited proposals that may lead to a bona fide competing proposal where the Golden Circle Board is acting reasonably, in good faith, in order to satisfy what the it considers to be its fiduciary and statutory duties and having received written legal advice that not responding to the proposal would be reasonably likely to constitute a breach of its fiduciary and statutory duties.
Notification of approaches
Golden Circle is obliged under the Implementation Agreement to promptly notify Heinz in writing of all material details of a Competing Proposal.

Reimbursement fee

In compensation for the costs incurred by Heinz in relation to the Proposal, Golden Circle agrees to pay to Heinz $2,100,000 (exclusive of GST) (Break Fee) if any of the following circumstances arise:
  • Golden Circle is in material breach of this agreement or of a representation and warranty and, subject to a cure period, Heinz validly terminates the Implementation Agreement;
  • at any time prior to the Second Court Date, any Director of Golden Circle changes or withdraws his support or positive recommendation of the Scheme or makes a public statement indicating that he no longer supports the Scheme (Change of Recommendation) and Heinz validly terminates the Implementation Agreement, other than where the Change of Recommendation is because:
  • the required regulatory approvals are not obtained;
  • a prescribed occurrence occurs in relation to Heinz;
  • a warranty given by Heinz in the Implementation Agreement is not true and correct;
  • the Independent Expert opines that the Scheme is not in the best interests of Golden Circle Shareholders; or
  • Golden Circle is entitled to terminate the Implementation Agreement due to a material, un-rectified breach of the Implementation Agreement by Heinz;
  • a Superior Proposal is publicly announced which the Golden Circle Board has recommended to Golden Circle Shareholders and which remains current at the time (if any) that Heinz subsequently validly terminates the Implementation Agreement;
  • Anchorage Golden Circle Pty Ltd does not vote in favour of the Scheme in circumstances where Golden Circle has not publicly recommended a Superior Proposal, the Independent Expert has opined the Scheme is in the best interest of Golden Circle Shareholders and Golden Circle is not entitled to terminate the Implementation Agreement; during the term of the Implementation Agreement or for a six month period commencing on the earlier of termination of the Implementation Agreement and the End Date, a Competing Proposal is announced, the Competing Proposal is a Superior Proposal (to the Heinz Proposal) and the proponent of that Competing Proposal:
  • acquires a relevant interest in at least 50% of Golden Circle Shares where the Superior Proposal is (or becomes) free from any defeating conditions; or
  • acquires the whole or a substantial part of the Golden Circle Group's assets, business or property.
  • The Break Fee is not payable merely because the resolution submitted to the Scheme Meeting in respect of the Scheme is not approved by the required majorities, provided that Anchorage Golden Circle Pty Ltd votes in favour of the Scheme.

Key Definitions

Competing Proposal

A Competing Proposal is any proposal or possible transaction or arrangement (whether by way of takeover, share acquisition, Scheme of Arrangement, capital reconstruction, acquisition of main undertaking or otherwise) pursuant to which, if ultimately completed, a person whether alone or together with its associates (other than Heinz or a Related Body Corporate of Heinz) would:
  • directly or indirectly, acquire an interest in, a relevant interest in or become the holder of:
  • more than 20% of the shares in Golden Circle; or
  • the whole or a substantial part or a material part of the business or property of Golden Circle or the Golden Circle Group;
  • acquire control of Golden Circle, within the meaning of section 50AA of the Corporations Act; or
  • otherwise acquire or merge with Golden Circle (including by a reverse takeover bid, reverse Scheme of Arrangement or dual listed company structure).

End Date

The End Date means
  • 11.59pm on 31 January 2009; or
  • 11.59pm on 27 February 2009 if prior to 7.00pm Brisbane time on 30 January 2009 Heinz gives written notice to Golden Circle extending the End Date to 11.59pm on 27 February 2009; or
  • such other date and time agreed in writing between Heinz and Golden Circle.

Superior Proposal

A Superior Proposal is a bona fide Competing Proposal which:
  • in the determination of the Golden Circle Board acting in good faith is reasonably capable of being financed and completed within a reasonable time, taking into account the nature of the Competing Proposal and the person or persons making it; and
  • in the determination of the Golden Circle Board acting in good faith and in order to satisfy what the Golden Circle Board reasonably considers to be its fiduciary or statutory duties, would, if completed substantially in accordance with its terms, be likely to result in a transaction more favourable to the Golden Circle Shareholders than the Scheme or any Heinz counterproposal (as applicable).