Premier Investments Limited · ASX:PMV
Premier Investments — Merger or Acquisition (March 2008)
18 slides from Premier Investments's merger presentation, Mar 31, 2008
Slide 1: Premier Investments Limited announces takeover offer for Just Group Limited
For personal use only Premier Investments Limited announces takeover offer for Just Group Limited 31 March 2008
Slide 2: Agenda
Agenda For personal use only 1 The Premier Offer 2 Highlights of the Premier Offer 3 Board of Directors and Management 4 Conditions to the Premier Offer 5 Summary 1 1
Slide 3: The Premier Offer
1 The Premier Offer Premier Investments Limited (“Premier”) today announced its intention to make an For personal use only off-market takeover offer for Just Group Limited (“Just Group”) $2.20 CASH1 + 0.25 Premier shares VALUE $1.91–$2.262 = $4.11–$4.46 OF VALUE PER JUST GROUP SHARE Notes: 1. The am
Slide 4: The Premier Offer: range of $4.11 to $4.46 per Just Group share
1 The Premier Offer Premier’s offer represents a range of $4.11 to $4.46 per Just Group share For personal use only Offer range Value based on Premier Value based on Premier VWAP ($7.65)3 NTA Value ($9.05)4 Implied offer price $4.11 $4.46 Notes: 3. Value based on Premier VWAP is based on Premier’s V
Slide 5: Highlights of the Premier Offer
2 Highlights of the Premier Offer For personal use only A Attractive premium for Just Group shareholders B Attractive multiple range C Ability to realise a cash value of $2.201 per Just Group share D Continued exposure to Just Group through Premier E Potential re-rating of Premier F Premier’s future
Slide 6: Attractive premium for Just Group shareholders
A Attractive premium for Just Group shareholders The Premier offer represents an attractive implied premium of 16.9% to 26.8% to the For personal use only Just Group closing share price on 28 March 2008 of $3.52 Value based on Premier Value based on Premier VWAP ($7.65)3 NTA Value ($9.05)4 Implied o
Slide 7: Just Group share price decline consistent with other retail stocks
A Attractive premium for Just Group shareholders Just Group’s share price decline over the last 6 months is consistent with other For personal use only major listed retail stocks Market and Just Group share price performance between 1 October 2007 and 28 March 2008 0.0% (10.0)% (20.0)% (22.0)% (30.0
Slide 8: Attractive multiple range
B Attractive multiple range The implied offer PE multiples for Just Group are set out below For personal use only Value based on Premier Value based on Premier VWAP ($7.65)3 NTA Value ($9.05)4 Implied offer price $4.11 $4.11 $4.46 $4.46 Just Group July 2008F EPS $0.32 $0.35 $0.32 $0.35 guidance July
Slide 9: Ability to realise a cash value of $2.20 per Just Group share
C Ability to realise a cash value of $2.20¹ per Just Group share The Premier cash consideration offers Just Group shareholders the opportunity to realise For personal use only a substantial immediate cash amount for a proportion of their Just Group shareholdings The ability to realise a cash amount
Slide 10: Continued exposure to Just Group through Premier
D Continued exposure to Just Group through Premier Premier’s offer gives Just Group shareholders the ability to retain exposure to For personal use only Just Group through Premier Premier’s offer includes 0.25 Premier shares per Just Group share Just Group shareholders will retain exposure to Just G
Slide 11: Potential re-rating of Premier
E Potential re-rating of Premier Premier is currently trading at a substantial discount to its Net Tangible Asset For personal use only (NTA) Value Premier’s unaudited dividend adjusted NTA Value as at 28 March 2008 is $9.05 – Premier’s unaudited dividend adjusted NTA Value is 18.3% higher than Prem
Slide 12: Premier's future dividend policy and capital management
F Premier’s future dividend policy and capital management Premier’s offer provides Just Group shareholders with exposure to Premier’s future For personal use only dividends and any Premier capital management or capital raising programs, including its substantial franking surplus As at 28 March 2008,
Slide 13: Premier's demonstrated ability to create shareholder value
G Premier’s demonstrated ability to create shareholder value Premier’s offer provides Just Group shareholders with scrip in a company with a For personal use only demonstrated ability to create value for shareholders Premier and Just Group share price performance since Just Group listing (6 May 2004
Slide 14: Other highlights of the Offer
Other highlights of the Offer For personal use only H Premier’s offer is the only offer available to Just Group shareholders – Metrepark Pty Ltd and Springsand Investments Pty Ltd (collectively, “Metrepark”), which own 22.8% of the ordinary shares in Just Group, have indicated to Premier that they c
Slide 15: Board of Directors and Management
3 Board of Directors and Management For personal use only Premier has today announced that Mr Solomon Lew has been appointed by the Premier Board of Directors as Chairman of Premier and that Mr Henry Lanzer, Managing Partner of Arnold Bloch Leibler, has also been appointed to the Board of Directors
Slide 16: Conditions to the Premier Offer
4 Conditions to the Premier Offer For personal use only A Minimum acceptance condition of more than 50% of Just Group shares B No material acquisitions or disposals C Disclosure that no material contracts terminate / change due to the Offer D No material adverse change E No prescribed occurrences F
Slide 17: Summary
5 Summary The Premier offer delivers For personal use only A An attractive premium, including a substantial immediate cash amount in a volatile equity market and uncertain economic environment B Ongoing exposure to the Just Group business C Scrip in Premier and exposure to any future investments and
Slide 18: Disclaimer
Disclaimer For personal use only This presentation has been prepared by Premier Investments Limited (“Premier”) for general information purposes only, without taking into account any investor's objectives, financial position or needs. This presentation does not constitute investment advice or a reco
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