1. Formal Sale Process

 

The Vendors of the Sales Assets are The Enniskillen Pastoral Company Pty Limited A.C.N. 009 658 904, Clark Brothers & Tait A.B.N. 27 984 817 095 and the Barcaldine Downs Pastoral Coy. Limited A.C.N. 009 658 717. However, in this website they are referred to individually and collectively as “Clark & Tait”.

1.1 Summary

The Sale Process is expected to comprise two stages.
a) Stage 1 – Potential Purchasers to prepare non-binding Indicative Bids (“Indicative Bids”).
b) Stage 2 – Upon invitation, shortlisted Potential Purchasers to prepare final binding Bids (“Binding Bids”). Shortlisted Potential Purchasers only will be invited to conduct due diligence and property inspections.

1.2 Stage 1 – Indicative Bids

Stage 1 will involve the preparation, lodgement and evaluation of Indicative Bids. The key elements in Stage 1 are:

a) register your interest with Bentleys by completing the Registration form.
b) Bentleys will provide you with an Information Memorandum;
c) If lodging an indicative bid, contact Bentleys for an Indicative Bid Form for the relevant sale asset(s)
d) lodgement of Indicative Bids by Tuesday 17th September 2019; and
e) a decision by the directors of Clark & Tait on the shortlist of Potential Purchasers for inclusion in Stage 2.

Clark & Tait will evaluate the Indicative Bids received and will select shortlisted Potential Purchasers to participate in Stage 2. A shortlisting of Potential Purchasers will be at the absolute discretion of the directors of Clark & Tait. Clark & Tait expressly reserves the right to:

a) evaluate at its sole and absolute discretion and on such criteria as it sees fit (including by giving preference at its absolute discretion to any one or more of the criteria over any other criteria), the terms and conditions of any Indicative Bid or proposal;
b) take into account any information from its own and other sources in evaluating bids; and
c) accept, negotiate or reject any Indicative Bid or proposal (or reject any of all Indicative Bids and proposals), regardless of whether or not the Indicative Bid includes the highest indicative pricing for the Sale Assets (or may be otherwise perceived as the most attractive bid) and irrespective of the extent to which it satisfies any of the criteria, without specifying reasons.

1.3 Stage 2 – Binding Bids

Stage 2 will involve the preparation of legally binding bids by shortlisted Potential Purchasers. The key elements of Stage 2 are to be as set out below.

a) Notification of inclusion in Stage 2.
b) Issue of the Request for Binding Bids.
c) Provision of information through an electronic data room.
d) Issue of draft transaction documents.
e) Property inspections and management discussions.
f) Lodgement of Binding Bids and mark up of transaction documents.
g) Decision by Clark & Tait on the preferred Potential Purchaser(s).
h) Execution of legally binding transaction documents.

1.4 Lodgement of Indicative Bids

We invite you to submit a written Indicative Bid to Bentleys International Advisory by 5pm (AEST) on Tuesday, 17 September 2019 or on such other date as notified to you by Bentleys International Advisory. Your Indicative Bid will be considered non-binding and will be treated as your best indicative offer.

Your written Indicative Bid must be in English and delivered in electronic copy by email to Internationaladvisory@bris.bentleys.com.au

For enquiries on submitting indicative bids contact Ben Cameron or Brendan Goulding at Bentleys International Advisory on Ph: +61 7 3222 9777.

2. Requirement for Indicative Bids

Your Indicative Bid must be in the prescribed format (contact Bentleys for a Bid Form) and must be duly signed by your directors or authorised officers and should address or confirm, at a minimum, the following items in the order set out below:

1. Potential Purchaser details:

Provide full details including ABN or ACN and principal contact person of the entity submitting the bid and details of the ultimate legal and beneficial ownership of the entity. If it is proposed that the entity submitting the bid will not be the acquiring entity, provide additional details of the proposed acquiring entity.

2. Which Property or Properties you intend to bid for:

The prescribed Indicative Bid offer document provided by Bentleys gives you the ability to choose one, two or all the Properties and to delete the Property details not relevant to your Indicative Bid.

3. Funding:

Confirmation that you have the funds available or firm facilities in place, subject to due diligence and formal documentation, in order to finance the proposed acquisition of the properties. To the extent that finance will be provided by third parties, provide supporting evidence of such finance and confirm the quantum as well as details of the necessary approvals for this funding. Please also indicate if you are also required to raise further equity to fund the Indicative Bid.

4. Indicative Price:

Use the prescribed format Annexures to the Indicative Bid Form to state your price. The price is to be in AUD (exclusive of GST and other taxes, and stamp duty). The total price offered in box 5 to the annexures should be the total price that you are willing to pay for each property on a “walk in, walk out” basis.

5. Issues

Any key issues you consider critical to your decision to acquire the properties, including any conditionality that may be associated with your Indicative Bid and your assessment regarding the likelihood and timing of satisfying any such conditions.

6. Internal Approvals:

i. A statement of support signed by an authorised director of the board (or equivalent entity) of the Potential Purchaser.

ii. Details of any necessary internal approvals (including any shareholder approvals) anticipated to be required by the Potential Purchaser in order to acquire the Sale Assets and the likely timing for obtaining such approvals.

7. External Approvals:

Details of any external approvals anticipated to be required, including from the Australian Foreign Investment Review Board (“FIRB”), in order to acquire the Sale Assets and the likely timing for obtaining such approvals. Potential Purchasers are required to indicate any expected FIRB issues in relation to their acquisition of the properties and how it is anticipated these issues may be resolved.

8. Agreed timing:

Confirmation of your ability to meet the Indicative Bid timetable set out on page 107 of the Information Memorandum.

9. Contact persons, advisers:

The details of:

i. The individual to whom we should address any correspondence or questions regarding your Indicative Bid and relevant contact details.

ii. All of your advisors (including financial and legal) and due diligence consultants (including accounting, tax and legal) appointed or to be appointed in relation to the Sale Process.

10. Due Diligence:

Confirmation of the due diligence requirements that you will seek to address during Stage 2 of the Sale Process.

11. Rights of the vendors

Clark & Tait reserves the right to request additional information from any Potential Purchaser, at its absolute discretion.

Clark & Tait also reserves the right to receive or reject such Indicative Bids at its discretion for any reason, including, but not limited to, if an Indicative Bid is not submitted on time, does not adequately address these evaluation criteria outlined above or does not otherwise comply with the requirements of this letter.

General Terms & Conditions

 

The Vendors of the Sales Assets are The Enniskillen Pastoral Company Pty Limited A.C.N 009 658 904, Clark Brothers & Tait A.B.N. 27 984 817 095 and the Barcaldine Downs Pastoral Coy. Pty Limited 009 685 717 and in these General Terms and Conditions  the companies are referred to individually and collectively as “Clark & Tait”.

1. Rights of Clark & Tait during the Sale Process

Despite anything to the contrary in this letter and without limiting its rights, Clark & Tait and Bentleys International Advisory reserve the right at any time during the Sale Process, in their sole and absolute discretion and without prior notice and without giving any reasons and without any liability to them, to do any of the following things.

  1. Provide additional information to any Potential Purchaser (whether or not such information is provided to other Potential Purchasers).
  2. Request additional information from any Potential Purchaser.
  3. Negotiate with one or more Potential Purchasers at any time to the exclusion of others.
  4. Alter its approach during any negotiations.
  5. Enter into a sale contract (or any other binding contract) in respect of the Sale Assets at any time without prior notice to any other Potential Purchaser and whether or not outside the Sale Process.
  6. Terminate further participation in the Sale Process of any Potential Purchaser or party at any time.
  7. Restrict any Potential Purchaser’s or party’s access to information (including any of the due diligence materials) at any time.
  8. Modify the structure, timetable or procedure of the Sale Process at any time.
  9. Alter the terms of participation in the Sale Process at any time or waive any irregularities in respect of some or more Potential Purchasers.
  10. Invite further bids.
  11. Vary its requirement for bids.
  12. Accept a bid or any other proposal which does not comply with the requirements of this Request for Indicative Bids.
  13. Accept a bid notwithstanding that the net proceeds or other benefits derived from the bid will be less than those which may be derived from another bid.
  14. Reject any bid or all bids at any time for any reason.
  15. Refuse entry to a particular Potential Purchaser or party to any stage of the Sale Process.
  16. Allow further parties to enter into the Sale Process at any stage, whether or not those parties have been invited to submit or have submitted an Indicative Bid or deal with any Potential Purchaser or other party outside the Sale Process.
  17. Allow the withdrawal or addition of consortium entities to a Potential Purchaser.
  18. Select any Potential Purchaser or party to proceed to further stages of the Sale Process and ultimately to select the successful proposal (or combination of proposals), irrespective of the consideration offered or the stage reached in the Sale Process and without any notice to each other Potential Purchaser.
  19. Vary the transaction and sale structure and take into consideration different transaction and sale structures submitted by Potential Purchasers.
  20. Not offer the properties for sale at any time or engage in a transaction that is different in nature from that contemplated by the Sale Process, which is in addition to or as an alternative to the Sale Process.
  21. Deal with any Potential Purchaser as they see fit.
  22. Suspend, terminate or reinstate the Sale Process.
  23. Not provide Potential Purchasers with any reasons for any actions or decisions it may take, including in respect of the exercise by Clark & Tait of any or all of the abovementioned rights.
  24. Take such other action as it considers, in its absolute discretion, appropriate in relation to the Sale Process.

For the avoidance of doubt, Clark & Tait will not be under any obligation to accept, review or consider any proposal or Indicative Bid, whether such proposal or Indicative Bid is submitted to Clark & Tait on time on in accordance with this Request for Indicative Bids or otherwise.

2. No offer and no obligation until legal Transaction Documents are signed

These T&Cs do not constitute an offer to sell the Sale Assets nor an offer that is capable of acceptance by any participant and no contract exists or will arise between Clark & Tait and any participant in relation to the transaction unless and until definitive and legally binding transaction documents are executed by Clark & Tait and the successful Potential Purchaser.

Clark & Tait is not committed or bound to sell the properties nor to discuss or negotiate with any person in relation to the sale of the Sale Assets. Clark & Tait reserves the right to proceed at any time with other strategic options or not to proceed at all. Clark & Tait will not be under any obligation at any time to accept any bid or to proceed with the sale of the properties unless and until a written binding contract is entered into with a Potential Purchaser.

3. Contact with other parties

We remind you that you and your directors, officers, employees, agents, contractors, consultants and advisors are strictly prohibited from contacting or holding any discussions with any representatives (except for the representatives listed immediately below), directors, employees, officers, or shareholders of Clark & Tait, or any other Potential Purchasers in relation to the Sale Process or the Sale Assets generally, without the express prior written consent of Clark & Tait.

Such requests for contact, and all other communication concerning the sale assets, must be directed to Ben Cameron or Brendan Goulding (contact details listed below) who have the absolute discretion to either approve or reject a request.

4. No liability for costs

Participation in the Sale Process is at the sole cost and risk of the Potential Purchaser. You are responsible for meeting all of your own costs in respect of the acquisition of the Sale Assets including the fees and disbursements of any advisers you elect to use.

None of Clark & Tait, nor any of their representative related entities, directors, officers, partners, employees, consultants, agents, representatives or advisors (including Bentleys International Advisory, Thynne & Macartney and any other advisers of Clark & Tait), or any of their subsidiaries or entities with which they are affiliated are liable to compensate or reimburse any Potential Purchaser for any liabilities, costs or expenses incurred in connection with, or as a result of, participating in the Sale Process or reviewing, investigating or analysing any information relating to the Sale Process (including the Information Memorandum).

Neither these T&Cs nor the release of information in relation to Clark & Tait and the Sale Assets constitutes an offer to sell or an invitation to purchase or tender for any assets or shares in any company.

Any queries regarding the Clark & Tait Formal Sales Process should be directed to Ben Cameron or Brendan Goulding:

Ben Cameron
Level 9, 123 Albert Street
Brisbane, Queensland
Phone: +61 7 3222 9600
bcameron@bris.bentleys.com.au

Brendan Goulding
Level 9, 123 Albert Street
Brisbane, Queensland
Phone: +61 7 3222 9633
bgoulding@bris.bentleys.com.au

Register your interest

 

Bentleys International Advisory is the financial advisor to C&T Group for their property portfolio divestment. The information you provide below will be sent to Bentleys International Advisory to note your interest and a representative will follow up with you.