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14.07.2011
ALF Group Holdings AG - Reasons For Takeover Recommendation
ALF Group Holdings AG - Reasons For Takeover Recommendation
Sydney 14th July 2011 - ALF Group Holdings AG (ALF) Directors wish to make the following observations regarding current market activities and provide a basis for the boards reasoning for the recommendation of the takeover proposal.
Observations:
• The two offers present a substantial uplift on the current market price range.
• The cash component of the offer is E 0.04, which is a substantial premium to the recent trading range. In addition, the value of each ALF Finance Limited share of approximately 15c per ALF share must be considered.
• Based on the recent volume of trade in ALF shares, we believe that short sellers may have been attempting to push the share price down.
• There has been a substantial opportunity for arbitrage between the Xetra and Frankfurt markets, allowing parties to buy on one platform and immediately sell on the other for a significant profit. This artificially inflates the share turnover numbers.
• ALF Directors believe that the current share trading price range is significantly under valued and as the date draws closer to the AGM and finalisation of the offer, the share price should more closely reflect a value in line with the proposed offer.
Basis for the Boards reasoning for recommending the offer:
1. ALF shares have recently been trading at very low prices and the offer provides a greater return to shareholders.
2. A majority of ALF’s assets are located and operated in Australia.
3. The true value of these assets is more likely to be reflected in an Australian public company than a Swiss public company.
4. Companies listed on the Open Market have low levels of transparency and this limits their ability to raise substantial new capital at an acceptable cost.
5. The Australian Stock Exchange (ASX) has the highest level of transparency, which is equivalent to that of the Prime Standard on the Frankfurt Stock Exchange.
6. The ASX and the Australian Corporations laws that govern companies provide a high level of disclosure for investors, which makes raising additional capital easier and less costly then presently available to ALF.
7. Any shareholder who owns 4.9% of the shares in a public company and wishes to increase (or decrease) their shareholding is required to lodge substantial shareholders notices with the ASX and to the market confirming changes in their stock holding of more than 1%.
8. The corporate regulator normally requires a significant percentage of the sponsors or directors shares to be subject to escrow provisions for a period of not less than 1 year.
9. ASX listed companies are equal in reporting obligations to companies listed on the Prime Standard or NASDAQ main board.
10. ASX companies may apply for official quotation to the Prime Standard or NASDAQ, subject to meeting certain criteria such as a minimum capital requirement and the publication of a local regulator approved prospectus.
11. ALF will have, in general, a far easier path to seeking new capital with an ASX listed company than an Open Market listed company.
For further information please contact:
ALF Group Holdings AG, Level 29, Chifley Tower, 2 Chifley Square, Sydney, NSW 2000, Australia
Telephone +61-2-9293-2500
Fax +61-2-9293-2930
Website: www.alfgroupag.com
Email: info@alfgroupag.com
Legal Disclaimer
This press release contains forward-looking statements based on beliefs of ALF management. When used in this press release, words such as "anticipate", "believe", "estimate", "expect", "intend", "plan" and "project" are intended to identify forward-looking statements. Such statements reflect the views of ALF Group Holdings AG as of the date made with respect to future events and are subject to risks and uncertainties. Many factors could cause actual results to be materially different from those projected here, including, among others, changes in general economic and business conditions, changes in currency exchange rates and interest rates, introduction of competing products, lack of acceptance of new products or services and changes in business strategy. ALF disclaims any intention or obligation to update these forward-looking statements.
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Sydney 14th July 2011 - ALF Group Holdings AG (ALF) Directors wish to make the following observations regarding current market activities and provide a basis for the boards reasoning for the recommendation of the takeover proposal.
Observations:
• The two offers present a substantial uplift on the current market price range.
• The cash component of the offer is E 0.04, which is a substantial premium to the recent trading range. In addition, the value of each ALF Finance Limited share of approximately 15c per ALF share must be considered.
• Based on the recent volume of trade in ALF shares, we believe that short sellers may have been attempting to push the share price down.
• There has been a substantial opportunity for arbitrage between the Xetra and Frankfurt markets, allowing parties to buy on one platform and immediately sell on the other for a significant profit. This artificially inflates the share turnover numbers.
• ALF Directors believe that the current share trading price range is significantly under valued and as the date draws closer to the AGM and finalisation of the offer, the share price should more closely reflect a value in line with the proposed offer.
Basis for the Boards reasoning for recommending the offer:
1. ALF shares have recently been trading at very low prices and the offer provides a greater return to shareholders.
2. A majority of ALF’s assets are located and operated in Australia.
3. The true value of these assets is more likely to be reflected in an Australian public company than a Swiss public company.
4. Companies listed on the Open Market have low levels of transparency and this limits their ability to raise substantial new capital at an acceptable cost.
5. The Australian Stock Exchange (ASX) has the highest level of transparency, which is equivalent to that of the Prime Standard on the Frankfurt Stock Exchange.
6. The ASX and the Australian Corporations laws that govern companies provide a high level of disclosure for investors, which makes raising additional capital easier and less costly then presently available to ALF.
7. Any shareholder who owns 4.9% of the shares in a public company and wishes to increase (or decrease) their shareholding is required to lodge substantial shareholders notices with the ASX and to the market confirming changes in their stock holding of more than 1%.
8. The corporate regulator normally requires a significant percentage of the sponsors or directors shares to be subject to escrow provisions for a period of not less than 1 year.
9. ASX listed companies are equal in reporting obligations to companies listed on the Prime Standard or NASDAQ main board.
10. ASX companies may apply for official quotation to the Prime Standard or NASDAQ, subject to meeting certain criteria such as a minimum capital requirement and the publication of a local regulator approved prospectus.
11. ALF will have, in general, a far easier path to seeking new capital with an ASX listed company than an Open Market listed company.
For further information please contact:
ALF Group Holdings AG, Level 29, Chifley Tower, 2 Chifley Square, Sydney, NSW 2000, Australia
Telephone +61-2-9293-2500
Fax +61-2-9293-2930
Website: www.alfgroupag.com
Email: info@alfgroupag.com
Legal Disclaimer
This press release contains forward-looking statements based on beliefs of ALF management. When used in this press release, words such as "anticipate", "believe", "estimate", "expect", "intend", "plan" and "project" are intended to identify forward-looking statements. Such statements reflect the views of ALF Group Holdings AG as of the date made with respect to future events and are subject to risks and uncertainties. Many factors could cause actual results to be materially different from those projected here, including, among others, changes in general economic and business conditions, changes in currency exchange rates and interest rates, introduction of competing products, lack of acceptance of new products or services and changes in business strategy. ALF disclaims any intention or obligation to update these forward-looking statements.
NEWSLETTER REGISTRIERUNG:
Aktuelle Pressemeldungen dieses Unternehmens direkt in Ihr Postfach:
<a href="http://www.irw-press.com/alert_subscription.php?lang=en&isin=CH0121325671">http://www.irw-press.com/alert_subscription.php?lang=en&isin=CH0121325671</a>
Mitteilung übermittelt durch IRW-Press.com. Für den Inhalt ist der Aussender
verantwortlich.
Kostenloser Abdruck mit Quellenangabe erlaubt.