The long-running battle for control of the $3 billion Investa Office Fund has taken another turn with its largest shareholder, Cromwell Property, saying it will launch a new offer, but has demanded a swath of information.
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In a late statement to the ASX, Cromwell said its offer would be between $4.45 per IOF security, being Cromwell's initial proposal and up to $4.75 per IOF security.
"If Cromwell is provided access to sufficient information and that information supports an improvement to Cromwell's assessment of value, Cromwell expects to target a revised offer price at the upper level of independent analyst's value range," the statement says.
"As a material investor, and bidder, Cromwell [which owns 9.83 per cent of IOF] is concerned that Investa Listed Funds Management Limited, the manager of IOF with a direct stake of 8.94 per cent, has not disclosed material information to the market. It is concerned that this lack of information means the current IOF security price may not accurately reflect the future value of IOF."
The battle started last year when Cromwell bought a stake in IOF which also stopped DEXUS Property pursuing its takeover of IOF. Since then it has become a war of words with Cromwell demanding to be able to conduct due diligence to make a formal offer.
Last week it escalated with Cromwell accusing the manager of IOF of obfuscating the Cromwell's efforts to gain information and submit an offer revising its initial $4.45-per-share bid.
Cromwell managing director Paul Weightman said the board should be trying to achieve the highest possible value for unit holders.
Yesterday he upped the ante saying IOF, which reports its half year results on Thursday, has not disclosed material information to the market.
He said Cromwell is concerned that this lack of information means the current IOF security price may not accurately reflect the future value of IOF.
"In particular, IOF has recently entered into a number of material leases that will have a significant impact on IOF's cash flows over the next 3 years. There has been very limited information provided on these leases and certainly not enough to be able to form a view on future cash flows and hence a value for IOF's securities," the Cromwell statement says.
Mr Weightman has asked IOF to disclose a range of information on leases, valuation methodology on IOF's 151 Clarence Street development, implications on IOF of a change of control including payments to debt/hedging providers, advisers and staff as well as any remaining tail fee arrangements to IOF's advisers for the sale process undertaken in late 2015, which culminated in the unsuccessful Dexus scheme.
In addition Cromwell wants detail on interest rate hedging entered into since June 30, 2016 and details of the basis of the current Macquarie advisory engagement, including any linkage to previous engagements.
In return, Cromwell has offered to disclose the identity of the debt and equity funders supporting its proposal upon execution of a market based confidentiality agreement.
