The transaction will be implemented via a Scheme of Arrangement and Trust Scheme, and is subject to a limited number of customary conditions including no material adverse change, and an independent expert concluding the Schemes are in the best interests of Primelife’s security holders. The Schemes will also require Primelife security holder approval and court approval. It is expected that the Scheme documentation will be sent to Primelife security holders within the next 6 weeks and a meeting of security holders will be held in mid December.
The Independent Directors of Primelife have also announced today that they intend to unanimously recommend that security holders vote in favour of the Schemes in the absence of a superior proposal and subject to an independent expert concluding that the Schemes are in the best interests of security holders.
Lend Lease believes the transaction represents an attractive outcome for Primelife security holders as it enables them to realise a certain value in cash for their securities at a substantial premium to recent trading levels.
Primelife remains highly leveraged and had bank debt of A$460 million as at 30 June 2009. Primelife is required to reduce its bank debt to A$350 million by June 2010. Lend Lease believes that reducing leverage through asset sales or raising capital in the current environment is likely to further erode security holder value and is not in the best interests of Primelife security holders.
Impact on Lend Lease
The acquisition is in line with Lend Lease’s strategy to increase the Group’s exposure to the retirement sector and meets Lend Lease’s investment return criteria. The transaction is expected to be accretive to future earnings. The total capital outlay associated with the acquisition of Primelife securities is approximately A$170 million which will be funded from existing cash reserves and/or debt facilities. Lend Lease will also assume or refinance Primelife’s outstanding debt obligations. The transaction will increase the Group’s gearing from approximately 3% of net debt to total tangible assets less cash to approximately 9% (based on a pro-forma 30 June 2009 balance sheet).
Lend Lease Managing Director and Chief Executive Officer, Steve McCann said: “Lend Lease firmly believes in the long term fundamentals of the retirement sector. Together with the recent acquisition of villages from Prime Retirement and Aged Care Property Trust, this transaction consolidates our position in the sector, and is consistent with our strategy of investing in growth opportunities and leveraging our integrated property model.”