Pepper board signs the company away
Australia's increasingly diversified non-bank global financial services player, Pepper Group, has entered into a scheme implementation deed with an entity controlled by US private equity firm KKR.Under the agreement -whereby Pepper shareholders will receive A$3.60 per share, or an equity alternative.The offer values Pepper's fully diluted equity at $676 million and represents a premium of 25 per cent to average share price in May 2017.Under the scheme implementation deed, the Pepper board is permitted to pay a fully franked interim dividend of up to three cents per share before implementation of the scheme without this reducing the cash offer or the consideration under the Scrip Option. Pepper's directors unanimously recommend shareholders vote in favour of the scheme, in the absence of a superior proposal and subject to an independent expert concluding the scheme/offer is in the best interest of Pepper shareholders. Illustrating their point - and because it is required anyway - Pepper chairman Seumas Dawes, group chief executive officer, Michael Culhane, and Cameron Small, group chief financial officer (who together hold or control 35.5 per cent of total shares) have each indicated they intend to vote in favour of the scheme, in the absence of the board recommending a superior proposal and subject to an independent expert concluding that the scheme is in the best interest of Pepper shareholders, and take up the equity option. The scheme is subject to various conditions, including regulatory approvals, but for now Pepper shareholders do not need to take any action.Pepper has established an independent board committee, without Seumas Daws and Mike Culhane that has considered the transaction and, if applicable, will consider any superior proposal.Pepper's shareholders are expected to meet to vote on the scheme in early November 2017, and if the reaction is positive, the scheme is expected to be completed later that month.