The takeover bid for Reef Casino Trust (RCT) has entered its final stage after Iris Cairns Property confirmed its offer is now unconditional. The announcement prompted RCT to issue a third supplementary target's statement updating unitholders on the latest developments.
The latest development follows Iris' decision to waive all remaining defeating conditions attached to its off-market takeover offer. Regulatory approvals relating to casino and liquor licensing had already been obtained in July, while the minimum acceptance condition was removed on 24 July.
With the remaining conditions waived on 6 August, the transaction is now free of all outstanding conditions.
As of 6 August, Iris said it held voting power of 80.97% in RCT. The bidder has also confirmed that the offer, priced at AU$3.87 (US$2.72) per unit, will close at 7:00pm Sydney time on 14 August and will not be extended unless required under Australian law.
In its supplementary target's statement, RCT noted that Iris has agreed not to appoint nominees to the board of Reef Corporate Services, the trust's responsible entity, until after the offer period ends, despite already exceeding the 80% ownership threshold. Completion of separate share purchase agreements with major unitholders is scheduled for 14 August.
RCT also reminded investors that those who do not accept the offer before the deadline will remain unitholders in a trust where Iris holds a controlling interest. If Iris ultimately reaches the compulsory acquisition threshold of at least 90% ownership, remaining units will be acquired on the same terms, although payment would be received later than for those accepting the offer before it closes.
If compulsory acquisition is not achieved, Iris has previously indicated it may seek to delist RCT from the Australian Securities Exchange. RCT said this could result in significantly reduced liquidity for remaining investors and the possibility that the market value of units falls below the current offer price.
If Iris reaches the compulsory acquisition threshold of 90% ownership by the close of the offer, it intends to acquire the remaining units under Australia's Corporations Act
