AV Jennings (ASX:AVJ) announced an unsolicited, non-binding indicative proposal from Proprium Capital Partners and AVID Property Group to acquire all of the outstanding shares of AVJennings through an all-cash offer of $0.67 per share. The proposal, to be executed via a scheme of arrangement, represents a substantial 103% premium to AVJennings’ closing share price of $0.33 on November 27, 2024.
Additionally, AVID has proposed that AVJennings shareholders be permitted to receive a fully franked special dividend of up to $0.06 per share. This dividend would allow eligible shareholders to benefit from additional franking credits, although the cash consideration under the plan would be adjusted based on the amount of the dividend.
The proposal follows extensive discussions and negotiations after AVID first approached AVJennings on August 2, 2024 with a non-binding preliminary offer.
AVJennings is a leading Australian residential property developer, specializing in the development and sale of affordable homes and land throughout Australia and New Zealand. The company has a long history of providing quality residential projects, targeting first home buyers, families and investors. AVID Property Group, owned by Proprium Capital Partners, is one of Australia’s largest private residential developers, with a diverse portfolio including master-planned communities, apartments and land lots.
Proprium Capital Partners manages approximately $4 billion in assets globally.
The proposal remains subject to several conditions, including: the completion of confirmatory due diligence by AVID; approval by the AVID Board of Directors; negotiation and execution of a Scheme Implementation Agreement (SIA); receiving regulatory approvals from the Australian Foreign Investment Review Board (FIRB) and New Zealand’s Overseas Investment Office (OIO); court and shareholder approvals.
The Board of AVJennings has signed an exclusivity deed with AVID, granting the offeror exclusive rights to conduct due diligence until January 31, 2025. The Board has indicated its intention to recommend the offer to shareholders if the conditions are met and an independent expert will conclude the proposal is in the best interests of shareholders.
The Board emphasized that no shareholder action is required at this time and that further updates will be provided as developments occur.
AVJennings hired Barrenjoey as financial advisor and Allens as legal advisor.
On the back of the news, shares rose 87.88% to 62 cents.