18 December 2014 Dear VDL Shareholder OFFER FOR THE ENTIRE ISSUED SHARE CAPITAL OF THE VAN DIEMEN’S LAND COMPANY On 18 December 2014, Tasmanian Land Company Limited (TLC) (ACN: 601 090 493) announced its intention to make an offer for the entire issued share capital of the Van Diemen’s Land Company (VDL), at an offer price of AU$2.00 per share for 1 share in VDL. TLC is a wholly-owned subsidiary of BDO Agricultural Services Pty Limited (BDO AGS) (ACN: 168 006 095). TLC is a special purpose investment company, incorporated on 5 August 2014 for the purpose of investing in VDL and its dairy farming enterprise. TLC has three Australian resident directors and had not previously traded before offering to acquire VDL. TLC has obtained an interest-bearing drawdown facility from BDO AGS to fund the proposed acquisition of the entire issued share capital of VDL and the related costs. TLC does not own any other assets. The offer document enclosed with this letter sets out the details of the offer and includes information about how to accept the offer. The cash consideration of AU$2.00 represents a healthy premium of 45% to VDL’s net tangible assets as at 31 May 2014. We wish to make you aware of the following key points in relation to the offer: The cash offer price of AU$2.00 is attractive and is a 45% premium to VDL’s net tangible assets as at 31 May 2014. The offer is an opportunity for shareholders to exit their shares for cash in an otherwise very illiquid market, without brokerage payable by shareholders. The AU$2.00 cash offer price offered for your shares under this offer will not be increased by TLC. The scrip consideration is one share in TLC for one share in VDL. Under the offer, VDL shareholders may elect to accept either scrip consideration or cash consideration. The cash consideration will be reflected as a liability in TLC. Irrespective of the proportionate split between those taking cash consideration and those taking scrip consideration, the VDL shareholders taking scrip will retain the same net tangible value of Level 14, 140 William Street, MELBOURNE VIC 3000 GPO Box 5099, MELBOURNE VIC 3001 VDL held through TLC less the premium paid by TLC to those VDL shareholders who accepted cash consideration and less the transaction costs incurred by TLC. Assuming the offer becomes unconditional, the impact to TLC’s net tangible assets postcompletion is estimated to be less than 1 cent per TLC share on issue in respect of the transaction cost and up to 1 cent per TLC share on issue in respect of the premium paid by TLC to VDL shareholders who take cash consideration. The following diagram illustrates the offer premium compared to the net tangible assets of VDL. 45% premium 57% premium 46% premium $1.38 $1.27 $1.37 May-14 May-13 May-12 NTA NTA NTA $2.00 TLC offer The enclosed documents set out the terms of the offer and details of how to accept the offer, including an Acceptance Form. If you accept cash for the offer, you will receive payment no later than 57 days after the offer closes. I commend this offer to you, and encourage you to accept. Yours sincerely David Blake Director Tasmanian Land Company Limited 2
© Copyright 2024 Paperzz
