Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

Last Week in Event SPACE:  Swire, Hitachi Metal, Jardine, Softbank, Bingo, Japan Asia, Mainstream

Vitalharvest Freehold Trust / Event-Driven

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<div class="content-highlight">
<p><em><strong>Corrigenda: There is an error in this Insight. Please note the correction.</strong></em></p>
<p><em><strong>Correction: All references below to Macquarie Agricultural Funds Management (MAFM)'s bumped offer on 23 April should read A$1.24/share instead of A$1.23/share.</strong></em></p>
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<p>Back on the 9 November 2020, orchard landlord <a href="https://www.smartkarma.com/entities/vitalharvest-freehold-trust" target="_blank" data-smartkarma-citation="entities:29120:1" rel="noopener">Vitalharvest Freehold Trust (VTH AU)</a> <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02306235-3A554957?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">received</a> an all-cash cash Offer of $1.00/unit from Macquarie Infrastructure and Real Assets, by way of a Scheme. Should the Scheme not be approved by unitholders, MIRA offered to buy all of VTH's assets for A$300mn in cash. The asset sale requires a reduced unitholder approval threshold.</p>
</div>
<div>
<p>Macquarie Agricultural Funds Management (MAFM) and VTH subsequently entered into a <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02309943_PS-3A555619?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">SID</a>,  for A$1.00/unit, which covered both the Scheme and asset sale. Absent a superior Offer, Primewest (19.9%) said it would support MAFM's Offer.</p>
<p>The entry of  Roc Private Equity on the 26 February has lead to a two-month competitive bidding situation, culminating in this morning's Offer of <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02366483-3A565774?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">A$1.23/share</a> from MAFM.</p>
</div>
<div>
<p>Below is a timeline of events that subsequently transpired (with insights in bold &amp; italics) since the initial announcement:</p>
</div>
<div>
<table class="table table-striped">
<tbody>
<tr>
<td style="width: 73.9881px;">
<h3>Date</h3>
</td>
<td style="width: 629.544px;">
<h3>Data in the Date</h3>
</td>
</tr>
<tr>
<td style="width: 73.9881px;">9-Nov-21</td>
<td style="width: 629.544px;">
<p>An all-cash cash Offer of $1.00/unit from Macquarie Infrastructure and Real Assets was <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02306235-3A554957?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">announced</a></p>
<p><em><strong><a href="https://skr.ma/wjJLA" target="_blank" rel="noopener">Vitalharvest (VTH AU): Macquarie Doesn't See A Lemon</a></strong></em></p>
</td>
</tr>
<tr>
<td style="width: 73.9881px;">17-Nov-21</td>
<td style="width: 629.544px;">Macquarie Agricultural Funds Management (MAFM) and VTH entered into a <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02309943_PS-3A555619?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">SID</a>,  for A$1.00/unit. The SID covered both the Scheme and asset sale, wherein the distribution was expected to be equivalent under either outcome. Subject to a superior proposal, Primewest (19.9%) said it would support MAFM's Offer.</td>
</tr>
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<td style="width: 73.9881px;">1-Feb-21</td>
<td style="width: 629.544px;">An agreement was <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02336388-3A560402?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">reached</a> whereby MAFM would pay an additional A$0.025/unit from rent received in the first half of the year up to 31 December. The combined value of the distribution - be it under the Scheme or the asset sale - would be A$1.025/unit. </td>
</tr>
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<td style="width: 73.9881px;">26-Feb-21</td>
<td style="width: 629.544px;">VTH announced a non-binding <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02347268-3A562484?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">Offer</a> from Roc Private Equity of A$1.08/unit by way of a Scheme, which also incorporates an asset sale component in a similar vein to that of MAFM's. VTH said it had <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02350149-3A563012?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">assessed</a> the proposal and determined that it would be reasonably likely to result in a superior proposal. The unitholder meeting to vote on MAFM's offer, initially to be held on the 4 March, was subsequently postponed.</td>
</tr>
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<td style="width: 73.9881px;">11-Mar-21</td>
<td style="width: 629.544px;">
<p>MAFM <a href="https://www.asx.com.au/asxpdf/20210311/pdf/44tkfcwkr3hm7c.pdf" target="_blank" rel="noopener">matched</a> Roc's Offer of A$1.08/unit, plus extended the payment of the A$0.025/unit dividend. </p>
<p><em><strong><a href="https://skr.ma/BcLPi" target="_blank" rel="noopener">Vitalharvest (VTH AU): Macquarie Ups Its Offer</a></strong></em></p>
</td>
</tr>
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<td style="width: 73.9881px;">18-Mar-21</td>
<td style="width: 629.544px;">
<p>Roc <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02355011-3A563788?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">bumps</a> its non-binding proposal to A$1.12/unit, either via a Scheme or from proceeds from an asset sale. A permitted dividend of A$0.025/unit, similar to that under MAFM's Offer, would be bolted on to that.</p>
<p><em><strong><a href="https://skr.ma/dhdGy" target="_blank" rel="noopener">Vitalharvest (VTH AU): Roc Blinks, And Bumps</a></strong></em></p>
</td>
</tr>
<tr>
<td style="width: 73.9881px;">1-Apr-21</td>
<td style="width: 629.544px;">
<p>Roc's A$1.12/share now <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02359878-3A564660?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">binding</a>. Matching rights for MAFM triggered.</p>
</td>
</tr>
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<td style="width: 73.9881px;">7-Apr--21</td>
<td style="width: 629.544px;">
<p>MAFM <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02361098-3A564868?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">matches</a> at A$1.12/share. A dividend of A$0.025/unit is also to be permitted and added.</p>
</td>
</tr>
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<td style="width: 73.9881px;">8-Apr-21</td>
<td style="width: 629.544px;">
<p>Roc <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02361506-3A564934?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">bumps</a> its binding proposal to A$1.16/unit, either via a Scheme or from proceeds from an asset sale. A dividend of A$0.025/unit is also to be permitted and added. Matching rights for MAFM triggered.</p>
</td>
</tr>
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<td style="width: 73.9881px;">14-Apr-21</td>
<td style="width: 629.544px;">
<p>MAFM <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02363378-3A565247?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">matches</a> at A$1.16/share. A dividend of A$0.025/unit is also to be permitted and added.</p>
</td>
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<td style="width: 73.9881px;">15-Apr-21</td>
<td style="width: 629.544px;">
<p>Roc <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02363884-3A565352?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">bumps</a> its binding proposal to A$1.18/unit, either via a Scheme or from proceeds from an asset sale. A dividend of A$0.025/unit is also to be permitted and added. Matching rights for MAFM triggered.</p>
</td>
</tr>
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<td style="width: 73.9881px;">22-Apr-21</td>
<td style="width: 629.544px;">
<p>MAFM <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02365946-3A565663?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">bumps</a> to A$1.19/share. A dividend of A$0.025/unit is also to be permitted and added.</p>
</td>
</tr>
<tr>
<td style="width: 73.9881px;">22-Apr-21</td>
<td style="width: 629.544px;">
<p>Roc <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02366483-3A565774?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">bumps</a> its binding proposal to A$1.23/unit, either via a Scheme or from proceeds from an asset sale. A dividend of A$0.025/unit is also to be permitted and added.</p>
</td>
</tr>
<tr>
<td style="width: 73.9881px;">23-Apr-21</td>
<td style="width: 629.544px;">
<p>MAFM <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02366483-3A565774?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">bumps</a> to A$1.23/share. A dividend of A$0.025/unit is also to be permitted and added.</p>
</td>
</tr>
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<td colspan="2" style="width: 724.147px;"><em>Source: ASX </em></td>
</tr>
</tbody>
</table>
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<p>The offer is now up 25.5% (including the dividend) since MAFM's first Offer. Or around A$47mn increase in the deal size.</p>
<div>
<p>This competitive bidding situation looks set to run some more.</p>
</div>
<div>
<p>More below the fold.</p>
</div>



Corrigenda: There is an error in this Insight. Please note the correction.
Correction: All references below to Macquarie Agricultural Funds Management (MAFM)'s bumped offer on 23 April should read A$1.24/share instead of A$1.23/share.

Back on the 9 November 2020, orchard landlord Vitalharvest Freehold Trust (VTH AU) received an all-cash cash Offer of $1.00/unit from Macquarie Infrastructure and Real Assets, by way of a Scheme. Should the Scheme not be approved by unitholders, MIRA offered to buy all of VTH's assets for A$300mn in cash. The asset sale requires a reduced unitholder approval threshold.


Macquarie Agricultural Funds Management (MAFM) and VTH subsequently entered into a SID,  for A$1.00/unit, which covered both the Scheme and asset sale. Absent a superior Offer, Primewest (19.9%) said it would support MAFM's Offer.
The entry of  Roc Private Equity on the 26 February has lead to a two-month competitive bidding situation, culminating in this morning's Offer of A$1.23/share from MAFM.


Below is a timeline of events that subsequently transpired (with insights in bold &amp; italics) since the initial announcement:






Date


Data in the Date



9-Nov-21

An all-cash cash Offer of $1.00/unit from Macquarie Infrastructure and Real Assets was announced
Vitalharvest (VTH AU): Macquarie Doesn't See A Lemon



17-Nov-21
Macquarie Agricultural Funds Management (MAFM) and VTH entered into a SID,  for A$1.00/unit. The SID covered both the Scheme and asset sale, wherein the distribution was expected to be equivalent under either outcome. Subject to a superior proposal, Primewest (19.9%) said it would support MAFM's Offer.


1-Feb-21
An agreement was reached whereby MAFM would pay an additional A$0.025/unit from rent received in the first half of the year up to 31 December. The combined value of the distribution - be it under the Scheme or the asset sale - would be A$1.025/unit. 


26-Feb-21
VTH announced a non-binding Offer from Roc Private Equity of A$1.08/unit by way of a Scheme, which also incorporates an asset sale component in a similar vein to that of MAFM's. VTH said it had assessed the proposal and determined that it would be reasonably likely to result in a superior proposal. The unitholder meeting to vote on MAFM's offer, initially to be held on the 4 March, was subsequently postponed.


11-Mar-21

MAFM matched Roc's Offer of A$1.08/unit, plus extended the payment of the A$0.025/unit dividend. 
Vitalharvest (VTH AU): Macquarie Ups Its Offer



18-Mar-21

Roc bumps its non-binding proposal to A$1.12/unit, either via a Scheme or from proceeds from an asset sale. A permitted dividend of A$0.025/unit, similar to that under MAFM's Offer, would be bolted on to that.
Vitalharvest (VTH AU): Roc Blinks, And Bumps



1-Apr-21

Roc's A$1.12/share now binding. Matching rights for MAFM triggered.



7-Apr--21

MAFM matches at A$1.12/share. A dividend of A$0.025/unit is also to be permitted and added.



8-Apr-21

Roc bumps its binding proposal to A$1.16/unit, either via a Scheme or from proceeds from an asset sale. A dividend of A$0.025/unit is also to be permitted and added. Matching rights for MAFM triggered.



14-Apr-21

MAFM matches at A$1.16/share. A dividend of A$0.025/unit is also to be permitted and added.



15-Apr-21

Roc bumps its binding proposal to A$1.18/unit, either via a Scheme or from proceeds from an asset sale. A dividend of A$0.025/unit is also to be permitted and added. Matching rights for MAFM triggered.



22-Apr-21

MAFM bumps to A$1.19/share. A dividend of A$0.025/unit is also to be permitted and added.



22-Apr-21

Roc bumps its binding proposal to A$1.23/unit, either via a Scheme or from proceeds from an asset sale. A dividend of A$0.025/unit is also to be permitted and added.



23-Apr-21

MAFM bumps to A$1.23/share. A dividend of A$0.025/unit is also to be permitted and added.



Source: ASX 




The offer is now up 25.5% (including the dividend) since MAFM's first Offer. Or around A$47mn increase in the deal size.

This competitive bidding situation looks set to run some more.


More below the fold.


Vitalharvest (VTH AU): Bumpity Bumpity Berry Bidding

<div>
<p>On the 9 November 2020, <a href="https://www.smartkarma.com/entities/vitalharvest-freehold-trust" target="_blank" data-smartkarma-citation="entities:29120:1" rel="noopener">Vitalharvest Freehold Trust (VTH AU)</a> <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02306235-3A554957?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">received</a> an all-cash cash Offer of $1.00/unit from Macquarie Infrastructure and Real Assets (MIRA), by way of a Scheme. Should the Scheme not be approved by unitholders, MIRA offered to buy all of VTH's assets for A$300mn in cash. The asset sale requires a reduced unitholder approval threshold.</p>
<p>Another bidder later came in.</p>
<p>Below is a timeline of events that subsequently transpired:</p>
<table class="table table-striped">
<tbody>
<tr>
<td style="width: 73.9881px;">
<h3>Date</h3>
</td>
<td style="width: 629.544px;">
<h3>Data in the Date</h3>
</td>
</tr>
<tr>
<td style="width: 73.9881px;">17-Nov-20</td>
<td style="width: 629.544px;">Macquarie Agricultural Funds Management (MAFM) and VTH entered into a <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02309943_PS-3A555619?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">SID</a>,  for A$1.00/unit. The SID covered both the Scheme and asset sale, wherein the distribution was expected to be equivalent under either outcome. Subject to a superior proposal, Primewest (19.9%) said it would support MAFM's Offer.</td>
</tr>
<tr>
<td style="width: 73.9881px;">1-Feb-21</td>
<td style="width: 629.544px;">An agreement was <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02336388-3A560402?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">reached</a> whereby MAFM would pay an additional A$0.025/unit from rent received in the first half of the year up to 31 December. The combined value of the distribution - be it under the Scheme or the asset sale - would be A$1.025/unit. </td>
</tr>
<tr>
<td style="width: 73.9881px;">26-Feb-21</td>
<td style="width: 629.544px;">VTH announced a non-binding <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02347268-3A562484?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">Offer</a> from <strong>Roc Private Equity</strong> of A$1.08/unit by way of a Scheme, which also incorporates an asset sale component in a similar vein to that of MAFM's. VTH said it had <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02350149-3A563012?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">assessed</a> the proposal and determined that it would be reasonably likely to result in a superior proposal. The unitholder meeting to vote on MAFM's offer, initially to be held on the 4 March, was subsequently postponed.</td>
</tr>
<tr>
<td style="width: 73.9881px;">11-Mar-21</td>
<td style="width: 629.544px;">MAFM <a href="https://www.asx.com.au/asxpdf/20210311/pdf/44tkfcwkr3hm7c.pdf" target="_blank" rel="noopener">matched</a> Roc's Offer of A$1.08/unit, plus extended the payment of the A$0.025/unit dividend. </td>
</tr>
<tr>
<td colspan="2" style="width: 73.9881px;"><em>Source: ASX </em></td>
</tr>
</tbody>
</table>
</div>
<h3>The New News</h3>
<div>
<p>Roc has now <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02355011-3A563788?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">bumped</a> its non-binding proposal to A$1.12/unit, either via a Scheme or from proceeds from an asset sale. A permitted dividend of A$0.025/unit, similar to that under MAFM's Offer, would be bolted on to that.</p>
<p>Roc added it expects to submit a binding proposal on or about the 31 March 2021. </p>
<p>This latest salvo from Roc is sure to trigger matching rights for MAFM. Expect the Scheme Meeting on the 31 March to be delayed.</p>
<p>More below the fold.</p>
</div>


On the 9 November 2020, Vitalharvest Freehold Trust (VTH AU) received an all-cash cash Offer of $1.00/unit from Macquarie Infrastructure and Real Assets (MIRA), by way of a Scheme. Should the Scheme not be approved by unitholders, MIRA offered to buy all of VTH's assets for A$300mn in cash. The asset sale requires a reduced unitholder approval threshold.
Another bidder later came in.
Below is a timeline of events that subsequently transpired:




Date


Data in the Date



17-Nov-20
Macquarie Agricultural Funds Management (MAFM) and VTH entered into a SID,  for A$1.00/unit. The SID covered both the Scheme and asset sale, wherein the distribution was expected to be equivalent under either outcome. Subject to a superior proposal, Primewest (19.9%) said it would support MAFM's Offer.


1-Feb-21
An agreement was reached whereby MAFM would pay an additional A$0.025/unit from rent received in the first half of the year up to 31 December. The combined value of the distribution - be it under the Scheme or the asset sale - would be A$1.025/unit. 


26-Feb-21
VTH announced a non-binding Offer from Roc Private Equity of A$1.08/unit by way of a Scheme, which also incorporates an asset sale component in a similar vein to that of MAFM's. VTH said it had assessed the proposal and determined that it would be reasonably likely to result in a superior proposal. The unitholder meeting to vote on MAFM's offer, initially to be held on the 4 March, was subsequently postponed.


11-Mar-21
MAFM matched Roc's Offer of A$1.08/unit, plus extended the payment of the A$0.025/unit dividend. 


Source: ASX 




The New News

Roc has now bumped its non-binding proposal to A$1.12/unit, either via a Scheme or from proceeds from an asset sale. A permitted dividend of A$0.025/unit, similar to that under MAFM's Offer, would be bolted on to that.
Roc added it expects to submit a binding proposal on or about the 31 March 2021. 
This latest salvo from Roc is sure to trigger matching rights for MAFM. Expect the Scheme Meeting on the 31 March to be delayed.
More below the fold.


Vitalharvest (VTH AU): Roc Blinks, And Bumps

<div>
<p>On the 9 November, <a href="https://www.smartkarma.com/entities/vitalharvest-freehold-trust" target="_blank" data-smartkarma-citation="entities:29120:1" rel="noopener">Vitalharvest Freehold Trust (VTH AU)</a>, owner of one of Australia's largest aggregations of citrus and berry farms, <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02306235-3A554957?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">received</a> an all-cash cash Offer of $1.00/unit from Macquarie Infrastructure and Real Assets (MIRA), by way of a Scheme. Should the Scheme <em>not</em> be approved by unitholders, MIRA is offering to buy all of VTH's assets for A$300mn in cash, which requires a reduced shareholder approval threshold.</p>
</div>
<div>
<p>The outcome of MIRA's Offer hinged on support from <a href="https://www.smartkarma.com/entities/primewest-group-ltd" target="_blank" data-smartkarma-citation="entities:29103:1" rel="noopener">Primewest Group Ltd (PWG AU)</a>, then holding 19.9% of units out. </p>
</div>
<div>
<p>On the 17 November, Macquarie Agricultural Funds Management (MAFM) and VTH entered into a <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02309943_PS-3A555619?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">SID</a>,  for A$1.00/unit. The SID covered both the Scheme and asset sale, wherein the distribution was expected to be equivalent under either outcome. Subject to a superior proposal, Primewest said it would support MAFM's Offer.</p>
<p>On the 1 February, an agreement was reached whereby MAFM would pay an additional A$0.025/share from rent received in the first half the year up to 31 December. The combined value of the distribution - be it under the Scheme or the asset sale - would be A$1.025/share. </p>
<p>25 days later, VTH announced a non-binding <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02347268-3A562484?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">Offer</a> from Roc Private Equity of A$1.08/share by way of a Scheme, which also incorporates an asset sale component in a similar vein to that of MAFM's. VTH said it had <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02350149-3A563012?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">assessed</a> the proposal and determined that it would be reasonably likely to result in a superior proposal. The unitholder meeting to vote on MAFM's offer, initially to be held on the 4 March, was subsequently postponed.</p>
<p>Although VTH had not been able to determine whether the Roc proposal was in fact a superior proposal, MAFM's "matching rights" under the SID were triggered.</p>
<p>MAFM has now <a href="https://www.asx.com.au/asxpdf/20210311/pdf/44tkfcwkr3hm7c.pdf" target="_blank" rel="noopener">matched</a> Roc's Offer of A$1.08/share, plus extended the payment of the A$0.025/share dividend. </p>
<p>VTH's responsible entity (Perpetual) recommends unitholders to vote in favour of MAFM's Scheme, in the absence of a superior Offer.</p>
</div>
<p>More below the fold.</p>


On the 9 November, Vitalharvest Freehold Trust (VTH AU), owner of one of Australia's largest aggregations of citrus and berry farms, received an all-cash cash Offer of $1.00/unit from Macquarie Infrastructure and Real Assets (MIRA), by way of a Scheme. Should the Scheme not be approved by unitholders, MIRA is offering to buy all of VTH's assets for A$300mn in cash, which requires a reduced shareholder approval threshold.


The outcome of MIRA's Offer hinged on support from Primewest Group Ltd (PWG AU), then holding 19.9% of units out. 


On the 17 November, Macquarie Agricultural Funds Management (MAFM) and VTH entered into a SID,  for A$1.00/unit. The SID covered both the Scheme and asset sale, wherein the distribution was expected to be equivalent under either outcome. Subject to a superior proposal, Primewest said it would support MAFM's Offer.
On the 1 February, an agreement was reached whereby MAFM would pay an additional A$0.025/share from rent received in the first half the year up to 31 December. The combined value of the distribution - be it under the Scheme or the asset sale - would be A$1.025/share. 
25 days later, VTH announced a non-binding Offer from Roc Private Equity of A$1.08/share by way of a Scheme, which also incorporates an asset sale component in a similar vein to that of MAFM's. VTH said it had assessed the proposal and determined that it would be reasonably likely to result in a superior proposal. The unitholder meeting to vote on MAFM's offer, initially to be held on the 4 March, was subsequently postponed.
Although VTH had not been able to determine whether the Roc proposal was in fact a superior proposal, MAFM's "matching rights" under the SID were triggered.
MAFM has now matched Roc's Offer of A$1.08/share, plus extended the payment of the A$0.025/share dividend. 
VTH's responsible entity (Perpetual) recommends unitholders to vote in favour of MAFM's Scheme, in the absence of a superior Offer.

More below the fold.

Vitalharvest (VTH AU): Macquarie Ups Its Offer

<p><a href="https://www.smartkarma.com/entities/vitalharvest-freehold-trust" target="_blank" data-smartkarma-citation="entities:29120:1" rel="noopener">Vitalharvest Freehold Trust (VTH AU)</a>, owner of one of Australia's largest aggregations of citrus and berry farms, has <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02306235-3A554957?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">received</a> an all-cash cash Offer of $1.00/unit (27.4% premium to last close) from Macquarie Infrastructure and Real Assets (MIRA), by way of a Scheme.</p>
<p>Should the Scheme not be approved by unitholders, MIRA is offering to buy all of VTH's assets for A$300mn in cash, which requires a reduced shareholder approval threshold.</p>
<p>Both Offers are already fully funded, and do not require due diligence. FIRB approval has been received for both.</p>
<p>The headline Offer Price is in line with VTH's IPO price, which was listed on the <a href="https://www.spglobal.com/marketintelligence/en/news-insights/trending/uybfyhpjpjl_f8rbzs3ota2" target="_blank" rel="noopener">1 August 2018</a>. VTH has closed above $1.00 once since listing  - $1.01/share to be exact.</p>
<p>The outcome of MIRA's Offer hinges on <a href="https://www.smartkarma.com/entities/primewest-group-ltd" target="_blank" data-smartkarma-citation="entities:29103:1" rel="noopener">Primewest Group Ltd (PWG AU)</a>, currently holding 19.9% of units out. </p>
<p>More below the fold.</p>

Vitalharvest Freehold Trust (VTH AU), owner of one of Australia's largest aggregations of citrus and berry farms, has received an all-cash cash Offer of $1.00/unit (27.4% premium to last close) from Macquarie Infrastructure and Real Assets (MIRA), by way of a Scheme.
Should the Scheme not be approved by unitholders, MIRA is offering to buy all of VTH's assets for A$300mn in cash, which requires a reduced shareholder approval threshold.
Both Offers are already fully funded, and do not require due diligence. FIRB approval has been received for both.
The headline Offer Price is in line with VTH's IPO price, which was listed on the 1 August 2018. VTH has closed above $1.00 once since listing  - $1.01/share to be exact.
The outcome of MIRA's Offer hinges on Primewest Group Ltd (PWG AU), currently holding 19.9% of units out. 
More below the fold.

Vitalharvest (VTH AU): Macquarie Doesn't See A Lemon

Australia

Vital Freehold Trust operates is a listed investment trust incorproated in Australia. The Fund focuses on the investment of agricultural assets. The Fund will have exposure to one of the Australia's largest aggregation of citrus orchards and one of Australia's largest aggregation of berry farms.

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Vitalharvest Freehold Trust (VTH AU)

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