GWA Group (GWA), Australia’s leading supplier of building fixtures and fittings to households and commercial premises, has entered into a Scheme Implementation Agreement with QTG in the form attached to this announcement (SIA) under which, subject to approval by shareholders of QTG and the satisfaction of a number of conditions, it is proposed that GWA will acquire 100% of the issued ordinary shares in QTG.
This amount will be reduced by the following amounts (per ordinary share) the aggregate cash amount of any dividend declared, determined or paid by QTG during the period from the date of this announcement until the implementation date; and (ii) the aggregate amount of any consideration paid by QTG to cancel QTG options and any other rights to be issued QTG shares and options. The Scheme Consideration of 3.8 cents per share represents a 14% discount to Net Asset value, and a premium to the Net Tangible Assets of 2.4 cents of QTG at 31 December 2011. The Scheme implies an enterprise value of $20.6 million for QTG comprising an equity value of $7.4 million and assumed debt obligations of $13.2 million.
QTG’s Non-Executive Chairman Bruce Higgins said, “After a detailed review of QTG’s options and an assessment of GWA’s proposal, the QTG Board unanimously considers the Scheme to be in the best interests of QTG shareholders. We recommend that QTG shareholders vote in favour of the Scheme, in the absence of a superior proposal and subject to an independent expert concluding that the Scheme is in the best interests of QTG shareholders. Each QTG director intends to vote in favour of the Scheme, or procure that the voting rights which the director has control over are voted in favour of the Scheme, in the absence of a superior proposal and subject to an independent expert concluding that the Scheme is in the best interests of QTG shareholders”.