Bethunes Announces Acquisition of Transport Investments

Bethunes Announces Acquisition of Transport Investments Limited business.

Bethunes Investments Limited (NZX: BIL) (Bethunes) is pleased to announce that it has today entered into an agreement to acquire the transport and logistics business of Transport Investments Limited (TIL) for a purchase price of $200 million (subject to adjustments for net debt and movements in working capital), to be paid through a combination of shares and cash.

TIL is one of New Zealand’s largest private domestic freight and logistics platforms, with a nationwide network of branches, depots and warehouses. It generated over $320 million in pro forma revenue in its financial year ended 30 June 2017. TIL’s activities include transporting and warehousing freight throughout New Zealand and co-ordinating freight movements offshore through international alliances. It also has a specialist road tanker division which is the single largest operator in the New Zealand fuel delivery market.

TIL operates under a range of well-known brands including: Hooker Pacific, TNL, Roadstar, Pacific Fuel Haul, TIL Freight, McAuley’s, MOVE Logistics and NZL.

Chairman of Bethunes, Mr Chris Swasbrook, said:

“The directors of Bethunes have for some time been looking for a high quality investment opportunity to present to shareholders. Our criteria has been a business which is well established, with strong and sustainable cashflows, considerable growth opportunities and one which will provide long term value for shareholders. Transport Investments Limited meets all these requirements.”

Chairman of TIL, Mr Jim Ramsay, commented:

“TIL has been evaluating a public listing for some time. When the opportunity arose to participate in a reverse listing through BIL we decided this would provide existing TIL shareholders with a commercially sensible, viable and timely path to the NZX. We are pleased with the arrangements agreed and look forward to bringing TIL to the public domain with the support of over 300 existing BIL shareholders.”

The acquisition is conditional upon the approval of shareholders of both TIL and Bethunes. A special meeting of TIL shareholders is expected to be held in early November, and a special meeting of Bethunes shareholders in late November/early December, to approve the acquisition. Bethunes shareholders will be sent:

• a notice of special meeting detailing the terms of the acquisition.
• an Independent Report on the proposed transaction prepared by Grant Samuel & Associates Limited.
• a Listing Profile detailing the transport and logistics business of TIL.

These documents will be distributed to Bethunes shareholders at least ten business days prior to the special meeting. If the acquisition is approved, Bethunes will consolidate its shares prior to completion and details of this intended share consolidation follow.

Concurrent with the acquisition, and in order to part fund the cash component of the purchase price, Bethunes intends to undertake a private placement involving the issue of at least $8.65 million of new shares in Bethunes to selected wholesale investors.

Following the acquisition, Bethunes intends to change its name to TIL Logistics Group Limited (NZX: TLL). The existing Bethunes directors will resign and be replaced by a new board of directors with in-depth industry and governance experience comprising Jim Ramsay, Trevor Janes, Lorraine Witten, Danny Chan and Greg Kern.

ENDS

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