Pan-Asia Catalysts/Events, Quiddity Advisors

Travis Lundy

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

This morning 18 October, 2021, <a href="https://www.smartkarma.com/entities/homeco-daily-needs-reit" target="_blank" data-smartkarma-citation="entities:33526:1" rel="noopener">HomeCo Daily Needs REIT (HDN AU)</a> and <a href="https://www.smartkarma.com/entities/aventus-group" target="_blank" data-smartkarma-citation="entities:25897:1" rel="noopener">Aventus Group (AVN AU)</a> announced they had entered into a Binding Scheme Implementation Deed for HDS to acquire AVN through a Scheme of Arrangement. This will create a combined portfolio of A$4.1bn and a combined market cap of A$3.2bn on a pro-forma basis. Terms are that AVN security-holders will receive 2.2 HDN securities AND either A$0.285/unit of cash or 0.038 HMC securities (either or, not a combination). HDN is contributing 93% of the total consideration paid to AVN holders. <a href="https://www.smartkarma.com/entities/home-consortium-ltd" target="_blank" data-smartkarma-citation="entities:29082:1" rel="noopener">Home Consortium Ltd (HMC AU)</a> is contributing the other 7%, which will lower HMC's ownership of HDN post-merger. The consideration results in a premium of 15.3% from the Friday close, a 16.4% premium to one-month VWAP, and a 41.9% premium to 30 June 2021. There is ~4% accretion involved for security-holders of both sides assuming the cash option is take-up.Both HDN and AVN boards unanimously recommend/support the deal (AVN in the absence of a superior proposal) and AVN shareholders and directors representing 29.3% of AVN voting rights (22.6% by BBRC Retail and 6.7% by the AVN Board) have agreed to vote for the Scheme. Separately, HMC has done a deal to buy a 6% stake in AVN directly from BBRC at a cash amount equal to the Offer Price. That will leave the HMC holding at 13.5% post-merger.HDN is the smaller of the two and existing AVN shareholders will end up with nearly 57% of the total NEWCO HDN shares out after the deal (AVN minorities will have 47.1% while after selling 6% to HMC, BBRC will have 10.1%). HMC will have 13.5% of the post-merger business. Importantly, the entire management team of AVN is expected to join HMC, and the CEO and CFO of AVN will become CEO and CFO, respectively, of HDN MergeCo.The Scheme Booklet will be out in about two months, the Scheme meeting executed in late January 2022, and implementation will be mid-February under the proposed schedule. This looks like a decent deal, and a done deal.

This morning 18 October, 2021, HomeCo Daily Needs REIT (HDN AU) and Aventus Group (AVN AU) announced they had entered into a Binding Scheme Implementation Deed for HDS to acquire AVN through a Scheme of Arrangement. This will create a combined portfolio of A$4.1bn and a combined market cap of A$3.2bn on a pro-forma basis. Terms are that AVN security-holders will receive 2.2 HDN securities AND either A$0.285/unit of cash or 0.038 HMC securities (either or, not a combination). HDN is contributing 93% of the total consideration paid to AVN holders. Home Consortium Ltd (HMC AU) is contributing the other 7%, which will lower HMC's ownership of HDN post-merger. The consideration results in a premium of 15.3% from the Friday close, a 16.4% premium to one-month VWAP, and a 41.9% premium to 30 June 2021. There is ~4% accretion involved for security-holders of both sides assuming the cash option is take-up.Both HDN and AVN boards unanimously recommend/support the deal (AVN in the absence of a superior proposal) and AVN shareholders and directors representing 29.3% of AVN voting rights (22.6% by BBRC Retail and 6.7% by the AVN Board) have agreed to vote for the Scheme. Separately, HMC has done a deal to buy a 6% stake in AVN directly from BBRC at a cash amount equal to the Offer Price. That will leave the HMC holding at 13.5% post-merger.HDN is the smaller of the two and existing AVN shareholders will end up with nearly 57% of the total NEWCO HDN shares out after the deal (AVN minorities will have 47.1% while after selling 6% to HMC, BBRC will have 10.1%). HMC will have 13.5% of the post-merger business. Importantly, the entire management team of AVN is expected to join HMC, and the CEO and CFO of AVN will become CEO and CFO, respectively, of HDN MergeCo.The Scheme Booklet will be out in about two months, the Scheme meeting executed in late January 2022, and implementation will be mid-February under the proposed schedule. This looks like a decent deal, and a done deal. 

HomeCo Daily Needs REIT (HDN AU) To Merge with Aventus (AVN AU) In Self-Takeunder

IPOs and Catalysts/Events, Global Equity Research Ltd

Arun George

IPOs and Catalysts/Events

Uncompromised, Independent, Conflict-Free Research

Global Equity Research Ltd

Global Equity Research was started in 2017 by a group of experienced research professionals. It was founded on a passionate belief in the importance and the need for uncompromised, independent, conflict-free research. We aim to provide differentiated and actionable primary and bottom up fundamental research.

<a href="https://www.smartkarma.com/entities/aventus-group" target="_blank" data-smartkarma-citation="entities:25897:1" rel="noopener">Aventus Group (AVN AU)</a> is Australia’s largest fully integrated owner, manager and developer of large format retail centres in Australia. Aventus entered a scheme implementation deed to implement a merger with <a href="https://www.smartkarma.com/entities/homeco-daily-needs-reit" target="_blank" data-smartkarma-citation="entities:33526:1" rel="noopener">HomeCo Daily Needs REIT (HDN AU)</a> and <a href="https://www.smartkarma.com/entities/home-consortium-ltd" target="_blank" data-smartkarma-citation="entities:29082:1" rel="noopener">Home Consortium Ltd (HMC AU)</a>. Aventus securityholders will be offered 2.200 HDN units for every 1 unit in Aventus Retail Property Fund (93% of transaction value) and A$0.285 cash or 0.038 HMC securities for every 1 share in Aventus Holdings Limited (7% of transaction value). The implied offer price of A$3.82 per Aventus share is a 15.3% premium to the unaffected price of A$3.31 (15 October). The offer price will not be reduced for any distributions announced by Aventus, HDN and HMC prior to the implementation. Post-merger, Aventus securityholders will own 47.1% of the merged group.The scheme is conditional on AVN securityholder approval by at least 75% of the votes cast and 50% securityholders voting. Brett Blundy Retail Capital (BBRC) and the Aventus Board which represents 22.6% and 6.7% of AVN securities, respectively, intend to vote in favour of the merger. The scheme is also conditional on HDN unitholder approval by at least 50% of votes cast (HMC cannot vote). <div class="content-highlight">We think that recommended offer is attractive both in terms of historical multiples and share prices for Aventus securityholders. The merger is also FFO and NTA accretive to Aventus securityholders. While the merger is FFO accretive, it is NTA dilutive to HDN unitholders. Nevertheless, the strong strategic rationale for the merger should gain support from HDN unitholders. At the last close prices of Aventus and HDN, Aventus’ shares are trading at 3.6% gross spread to the indicative offer.</div>

Aventus Group (AVN AU) is Australia’s largest fully integrated owner, manager and developer of large format retail centres in Australia. Aventus entered a scheme implementation deed to implement a merger with HomeCo Daily Needs REIT (HDN AU) and Home Consortium Ltd (HMC AU). Aventus securityholders will be offered 2.200 HDN units for every 1 unit in Aventus Retail Property Fund (93% of transaction value) and A$0.285 cash or 0.038 HMC securities for every 1 share in Aventus Holdings Limited (7% of transaction value). The implied offer price of A$3.82 per Aventus share is a 15.3% premium to the unaffected price of A$3.31 (15 October). The offer price will not be reduced for any distributions announced by Aventus, HDN and HMC prior to the implementation. Post-merger, Aventus securityholders will own 47.1% of the merged group.The scheme is conditional on AVN securityholder approval by at least 75% of the votes cast and 50% securityholders voting. Brett Blundy Retail Capital (BBRC) and the Aventus Board which represents 22.6% and 6.7% of AVN securities, respectively, intend to vote in favour of the merger. The scheme is also conditional on HDN unitholder approval by at least 50% of votes cast (HMC cannot vote). We think that recommended offer is attractive both in terms of historical multiples and share prices for Aventus securityholders. The merger is also FFO and NTA accretive to Aventus securityholders. While the merger is FFO accretive, it is NTA dilutive to HDN unitholders. Nevertheless, the strong strategic rationale for the merger should gain support from HDN unitholders. At the last close prices of Aventus and HDN, Aventus’ shares are trading at 3.6% gross spread to the indicative offer.

Aventus Recommended Merger with HomeCo Daily Needs REIT

Pan-Asia Index Rebalances/ Events/ Delta One, Periscope Analytics

Brian Freitas

Pan-Asia Index Rebalances/ Events/ Delta One

Earlier today, <a href="https://www.smartkarma.com/entities/homeco-daily-needs-reit" target="_blank" data-smartkarma-citation="entities:33526:1" rel="noopener">HomeCo Daily Needs REIT (HDN AU)</a> and <a href="https://www.smartkarma.com/entities/home-consortium-ltd" target="_blank" data-smartkarma-citation="entities:29082:1" rel="noopener">Home Consortium Ltd (HMC AU)</a> announced that they had entered into a binding Scheme Implementation Deed (SID) with <a href="https://www.smartkarma.com/entities/aventus-group" target="_blank" data-smartkarma-citation="entities:25897:1" rel="noopener">Aventus Group (AVN AU)</a> to acquire all Aventus Group securities via Schemes of Arrangement.Under the Merger, for each share of AVN held, <a href="https://www.smartkarma.com/entities/aventus-group" target="_blank" data-smartkarma-citation="entities:25897:1" rel="noopener">Aventus Group (AVN AU)</a> securityholders will receive 2.2 units of <a href="https://www.smartkarma.com/entities/homeco-daily-needs-reit" target="_blank" data-smartkarma-citation="entities:33526:1" rel="noopener">HomeCo Daily Needs REIT (HDN AU)</a> and a choice of A$0.285 or 0.038 <a href="https://www.smartkarma.com/entities/home-consortium-ltd" target="_blank" data-smartkarma-citation="entities:29082:1" rel="noopener">Home Consortium Ltd (HMC AU)</a> securities. This has an implied value of A$3.816/AVN security and is a 15.3% premium to the last close.The Merger will create Australia's leading Daily Needs REIT with a portfolio value of A$4.1bn. <a href="https://www.smartkarma.com/entities/homeco-daily-needs-reit" target="_blank" data-smartkarma-citation="entities:33526:1" rel="noopener">HomeCo Daily Needs REIT (HDN AU)</a> holders will have an FY22 FFO/unit accretion of 4% and <a href="https://www.smartkarma.com/entities/aventus-group" target="_blank" data-smartkarma-citation="entities:25897:1" rel="noopener">Aventus Group (AVN AU)</a> holders will have an accretion of 3.9%.The first court hearing is expected to take place in mid December and the implementation is expected to take place in mid February 2022.The combined entity will have a proforma market cap of A$3.2bn and will easily make the cut of inclusion in the <a href="https://www.smartkarma.com/entities/s-p-asx-200" target="_blank" data-smartkarma-citation="entities:22901:1" rel="noopener">S&amp;P/ASX 200 (AS51 INDEX)</a>. Inclusion could take place at the rebalance in March 2022.

Earlier today, HomeCo Daily Needs REIT (HDN AU) and Home Consortium Ltd (HMC AU) announced that they had entered into a binding Scheme Implementation Deed (SID) with Aventus Group (AVN AU) to acquire all Aventus Group securities via Schemes of Arrangement.Under the Merger, for each share of AVN held, Aventus Group (AVN AU) securityholders will receive 2.2 units of HomeCo Daily Needs REIT (HDN AU) and a choice of A$0.285 or 0.038 Home Consortium Ltd (HMC AU) securities. This has an implied value of A$3.816/AVN security and is a 15.3% premium to the last close.The Merger will create Australia's leading Daily Needs REIT with a portfolio value of A$4.1bn. HomeCo Daily Needs REIT (HDN AU) holders will have an FY22 FFO/unit accretion of 4% and Aventus Group (AVN AU) holders will have an accretion of 3.9%.The first court hearing is expected to take place in mid December and the implementation is expected to take place in mid February 2022.The combined entity will have a proforma market cap of A$3.2bn and will easily make the cut of inclusion in the S&amp;P/ASX 200 (AS51 INDEX). Inclusion could take place at the rebalance in March 2022.

HomeCo Daily Needs REIT's Merger with Aventus Group to Create New ASX200 Inclusion

Australia

HomeCo Daily Needs REIT operates as a real estate investment trust. The Company invests in and manages portfolio of retail assets.

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HomeCo Daily Needs REIT (HDN AU)