Harmos Horton Lusk advised ASX-listed Centuria Capital Group on its successful full takeover offer for NZX-listed Augusta Capital. The takeover, which valued Augusta at $172 million, was completed on 7 September 2020.
Centuria originally agreed with Augusta to make a full takeover offer in January 2020. However, that proposed transaction was terminated due to a material adverse change in Augusta resulting from the COVID-19 pandemic.
In May 2020, Centuria provided financial support to Augusta as a placement participant in, and sub-underwriter of, a $45 million capital raising by Augusta. Subsequently, in June 2020, Centuria commenced a full cash and scrip takeover offer for Augusta, which resulted in Centuria obtaining full control.
The firm advised Centuria on all New Zealand law aspects of the transactions, including advising on transaction structuring, negotiating capital raising documentation, obtaining a novel exemption from the Financial Markets Authority to permit Centuria to offer ASX quoted stapled securities as takeover consideration without a New Zealand product disclosure statement, obtaining exemptions from the Takeovers Panel related to the scrip consideration, obtaining Overseas Investment Office consent, preparing takeover documentation and negotiating takeover ‘lock up’ agreements with Augusta shareholders.
The Harmos Horton Lusk team that advised on the transactions was led by director Nathanael Starrenburg and included director Annie Steel and associates Jason Maddox and Emily Warren.