Downer’s shareholding in Spotless has risen to more than 80 per cent, with the cleaning, catering and facilities management group set to be removed from the Australian Securities Exchange next week.
Downer has consistently indicated its intention to seek to have Spotless de-listed from the ASX if at the end of the takeover offer, Downer owns at least 75 per cent of Spotless shares. Downer has since confirmed it will remove Spotless from the S&P/ASX200 Index on 7 August.
Downer’s $1.3 billion takeover offer was scheduled to close at 7pm Monday, 31 July however, the company this week once again extended the deadline until Monday, 7 August 2017. As a Sunday, 30 July 2017, Spotless had more than 2000 remaining shareholders with shareholdings worth $500 or more.
Earlier this month Spotless reluctantly advised shareholders to accept Downer’s offer of $1.15 cash per share, despite months of urging shareholders to reject the bid.
“The Spotless directors have carefully considered its previous recommendation to shareholders in the context of the changed circumstances facing Spotless, particularly the change in board composition and the current shareholding that Downer holds in Spotless,” Spotless said.
“Given this change in circumstances, the Spotless directors believe it is now more difficult to form a view that Spotless will deliver greater value to shareholders over the medium term and, on balance, unanimously recommend that shareholders accept the Downer offer.”
Downer also now has majority representation on the board. Downer has nominated four directors to join the Spotless board, being two of its non-executive directors, Philip Garling and Grant Throne, its chief financial officer Michael Ferguson and a former Downer non-executive director, John Humphrey.
Three current non-executive directors of Spotless, Diane Grady, Nick Sherry and Julie Coates, have decided to retire from the Spotless board.