News & Media

Aurora Funds Management Limited as responsible entity of the Aurora Dividend Income Trust (ADIT) refers to its 5 July 2019 ASX Announcement of the Bidder’s Statement for an all scrip takeover bid for 100% of the fully paid ordinary shares in Yowie Group Limited (YOW) for a consideration of $0.09 per share (the Bid).

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Aurora Funds Management Limited as responsible entity of the Aurora Dividend Income Trust (ADIT) refers to its 20 May 2019 ASX Announcement of its intention to make an all scrip takeover bid for 100% of the fully paid ordinary shares in Yowie Group Limited (YOW) for a consideration of $0.09 per share (the Bid).

In accordance with step 5 in the table in section 633(1) of the Corporations Act 2001 (Cth), please find attached a copy of the bidder’s statement made by ADIT in relation to its Bid for all of the ordinary shares in Yowie which are not owned by or on behalf of the bidder.

A copy of the bidder’s statement has been lodged with the Australian Securities and Investments Commission and sent to YOW today.

Read more here.

Aurora Funds Management Limited (Aurora), in its capacity as the responsible entity of the Aurora Absolute Return Fund (ABW or Fund), provides the following update concerning the NSW Supreme Court proceedings commenced by Aurora in order to resolve the confusion as to the identity of the responsible entity of the Fund, caused by the conduct of Primary Securities Limited (Primary) in calling and holding the purported meeting of 15 January 2019.

This afternoon, Her Honour Justice Rees delivered her Judgment. Her Honour found that Aurora was not properly removed, and Primary not properly appointed, as the responsible entity of ABW. Amongst the reasons given, Her Honour noted that the members who purported to call the meeting of 15 January 2019 had not been identified as required by the Corporations Act and that 25% of the unit holders in ABW had not received adequate notice of the meeting.

Her Honour made Orders, which have been stayed for seven (7) days, to allow Primary to consider whether to appeal: 1. declaring that the meeting of the Fund on 15 January 2019 was invalid, as were the resolutions passed at that meeting, and that Primary is not and never has been the responsible entity of ABW; 2. requiring ASIC to rectify its record of registration, so that Aurora is reinstated as responsible entity of ABW; and 3. requiring Primary to pay Aurora’s costs.

Aurora will update unit holders and the market once the period of the stay on Her Honour’s Orders has expired.

Aurora is prepared to conditionally increase its Bid Value Amount to $0.82 per share and would support a material special dividend being paid by 8EC.

Aurora Funds Management Limited (Aurora), as responsible entity of the Aurora Dividend Income Trust (ARSN 151 947 732) (ADIT or Fund), notes the ‘Sale and Distribution of Company’s Assets’ ASX announcement made by 8IP Emerging Companies Limited (8EC or Company) on 16 May 2019.

Aurora lodged a copy of its Bidder’s Statement with ASIC, 8EC and ASX on 17 May 2019 relating to its takeover bid for 8EC shares (Bid) and is still considering the impact of 8EC’s recent Sale and Distribution announcement on the Bid. In the meantime, Aurora notes that 8EC has sufficient reserves1 and cash2 to immediately declare, and pay, a special dividend of $0.20 under the Corporations Act. As such, Aurora is prepared to commit not to rely on the conditions of the Bid to the extent necessary to allow 8EC to immediately distribute, as a special dividend, $0.20 per share during the Bid period.

Further, if 8EC immediately declares such a special dividend, Aurora would be prepared to increase the Bid Value Amount under its scrip bid from $0.75 per share to $0.82 per share (less the amount of any dividend payment, pursuant to section 11.7(c) of the Bidder’s Statement), with the NTA floor moving by a corresponding amount.3

Aurora believes that this would provide a materially improved outcome for all 8EC shareholders whilst also being consistent with the agenda promoted by 8EC’s directors.

In Aurora’s view, this proposal if adopted by 8EC would be superior to 8EC’s proposal as it would provide shareholders with: 1. immediate access to over 20% of their share of the Company’s assets; and 2. a simple mechanism for each shareholder to realise the rest of their investment when they want to by accepting into a fund that provides off-market redemptions at NTA4 on request.

1 8EC advised that it has a profit reserve (from which it can pay dividends) of $9,241,181 as at 31 December 2018 according to the half yearly financial statements lodged on 21 February 2019 which would be sufficient to pay a dividend of at least $0.20 per share 2 8EC advised that it had cash and cash equivalents of $0.48 per share at 30 April 2019 per its ASX Announcement on 16 May 2019. 3 That is, Aurora’s NTA condition in section 11.8(a) would require 8EC to have NTA of $0.82 per 8EC Share. If 8EC were to declare $0.20 special dividend (or any other amount) its Minimum NTA condition would also be decreased by a corresponding amount. 4 On the basis that Aurora gains a relevant interest of at least 50%.

Aurora Funds Management Limited (Aurora), as responsible entity of ADIT, is pleased to announce ADIT’s intention to make an off-market scrip takeover bid (Bid) for all of the shares in YOW. Each YOW shareholder who accepts the Bid will receive ADIT units having a value at the close of the Bid of 9 cents per YOW share.

The Bid consideration represents a 16.9% premium to YOW’s most recent closing price of 7.7 cents, 18.4% premium above the 30-day volume weighted average price (VWAP) and 8.5% above the 60-day VWAP, of YOW shares ended on 17 May 2019.

The proposed Bid is subject to a range of defeating conditions which are summarised in the schedule attached to this announcement.

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Aurora Funds Management Limited as responsible entity of the Aurora Dividend Income Trust (ADIT) refers to its 5 April 2019 ASX Announcement of its intention to make an all scrip takeover bid for 100% of the fully paid ordinary shares in 8IP Emerging Companies Limited (8EC) for a consideration of $0.75 per share (the Bid).

In accordance with step 5 in the table in section 633(1) of the Corporations Act 2001 (Cth), please find attached a copy of the bidder’s statement made by ADIT in relation to its Bid for all of the ordinary shares in 8EC which are not owned by or on behalf of the bidder.

A copy of the bidder’s statement has been lodged with the Australian Securities and Investments Commission and sent to 8EC today.

Read here.

On 5 April 2019, Aurora Funds Management Limited (Aurora), as responsible entity of the Aurora Dividend Income Trust (ARSN 151 947 732) (“ADIT” or “Fund”), announced ADIT’s intention to make an off-market scrip takeover bid (Bid) for all of the shares in 8IP Emerging Companies Limited (“8EC”). As a result of this Bid, Aurora would like to note the following temporary change to ADIT’s off-market redemption facilities.

Read more here.

Aurora Dividend Income Trust announces off-market all scrip takeover bid for 8IP Emerging Companies Limited (ASX:8EC).

Read more here.

Aurora Funds Management Limited (Aurora), in its capacity as the responsible entity of the Aurora Absolute Return Fund (ABW or Fund), refers to the previous announcements on this subject that it made on 7, 8, 14 and 16 January 2019. Aurora advises that it has been informed by the Australian Securities and Investments Commission (ASIC) that ASIC has, contrary to the submissions made by Aurora, entered a change of the responsible entity of the Fund from Aurora to Primary Securities Ltd (Primary) in ASIC’s record of registration for the Fund.

This change in the record, however, does not determine the validity of the purported change of responsible entity. That will depend on the determination of the validity of the purported meeting of 15 January 2019 and the business transacted at that meeting.

Accordingly, in light of the confusion caused by Primary’s conduct, Aurora is in the process of preparing an application to the Court to determine the validity of the purported meeting of 15 January 2019 and the business transacted at that meeting. Aurora continues to maintain that the meeting was not properly called and held, and that the resolutions are of no legal effect. This position is not affected in any way by the acts of ASIC in entering a change in responsible entity in its record of registration for the Fund. Accordingly, Aurora will not hand over the assets and records of the Fund to Primary unless the Court determines, contrary to Aurora’s views, in favour of the validity of the meeting and its resolutions.

The current lack clarity concerning the position of the responsible entity of the Fund will therefore continue until the matter is determined by the Court.

Aurora Funds Management Limited (Aurora), in its capacity as the responsible entity of the Aurora Absolute Return Fund (ABW or Fund), refers to the previous Announcements on this subject that it made on 7, 8 and 14 January 2019.

Further to those Announcements, Aurora informs the market and investors that, Aurora has received a letter from Primary Securities Limited (Primary) informing Aurora that at the purported meeting which Primary held yesterday in Canberra (Purported Meeting), proposed resolutions 1, 2 and 3 in the notice for the Purported Meeting (seeking to remove Aurora as responsible entity, appoint Primary in its place and make changes to the ABW Constitution) were passed. As previously announced, Aurora does not consider that the Purported Meeting was properly called. Accordingly, Aurora considers that the resolutions are invalid and of no effect.

Aurora has written to ASIC, informing ASIC of this position and requesting ASIC not to register the resolutions or the change in responsible entity or Constitution flowing from them.

Aurora’s position is that, as a trustee, it should not spend the Fund’s money establishing the validity or otherwise of resolutions which have been propounded by others. It is Aurora’s position that it is incumbent on Primary, as the proponent of the Purported Meeting, to establish the validity of the Purported Meeting and its business and to this end Aurora has invited Primary to commence appropriate Court proceedings to which Aurora would be a party.

Until the validity of these resolutions is established, Aurora does not propose to abandon the ABW unit holders by relinquishing the position as responsible entity to Primary or those standing behind Primary.