PIL extends offer in takeover bid for St John

March 1 2007

Media release

PIL extends offer in takeover bid for St John

Pen Investments Ltd (PIL) has extended until 27 April 2007 its takeover bid for the St John Balanced Property Fund Ltd (St John), a $44 million commercial property fund with over 700 investors.

PIL directors extended the offer after rival bidder St Laurence Property and Finance Ltd announced it had almost reached its 50.1% minimum acceptance threshold. PIL challenges this.

PIL director Ross Pendergrast, a founding director of St John along with Dallas Pendergrast, said that St Laurence was confusing investors with a letter sent to them around 22 February 2007. The letter referred to “investor responses” to its offer.

“This appears to be different from “acceptances” of the St Laurence offer, which would create a legally binding agreement between St Laurence and the acceptor. Our solicitors wrote to St Laurence to seek clarification of what “investor responses” meant. St Laurence failed to provide this clarification within the requested timeframe. There is no certainty as to the percentage of actual acceptances received by St Laurence,” Mr Pendergrast said.

He reminded investors that PIL’s offer of $6,060 per parcel of St John securities was 11% higher than St Laurence’s offer of $5,460. He said that adviser Grant Samuel, who has valued the parcels at $5,995 each, was the only truly independent party when it came to valuing St John.

“PIL has received many queries from St John parcel holders who have accepted the St Laurence offer, but now wanted to switch to PIL,” he said, ”but St Laurence would not release those parcel holders from their acceptance. However, if St Laurence does not achieve its minimum acceptance threshold of 50.1% by 20 March 2007, its offer cannot be extended any further and all St John parcel holders who had accepted the St Laurence offer would be free to accept the PIL offer,” Mr Pendergrast said.

To allow sufficient time for parcel holders to accept the higher offer by PIL, the closing date of the PIL offer has been extended to 5pm on 27 April 2007.
”We have been contacted by a number of shareholders who are disappointed with St Laurence’s offer price and are also unhappy that those who have accepted the St Laurence offer will not be released from it unless it fails. We want to help those shareholders.”

If St Laurence achieved the minimum acceptance level of 50.1% before 20 March 2007, PIL would not be able to succeed in its takeover offer. It has sought the consent of the Takeovers Panel that investors could be released from their acceptance of the PIL offer. They would then be free to sell into the St Laurence offer as long as adequate notice was given that it (St Laurence) had passed the threshold. PIL was awaiting the Panel’s response. “We want to do the best by St John shareholders,” Mr Pendergrast said.

ENDS

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