Archive | Evergreen Forests

Highlander over 80% of Evergreen

Published 18 June 2006


Highlander Trusts Ltd (Donald MacLachlan, Wellington) held 80.3% of Evergreen Forests Ltd on Friday, after making a takeover offer at 33c/share on 22 May.


 


Highlander entered into agreements on 4 May to acquire 57.5% the cashed-up shell of the listed forestry company at 33c/share.


 


The offer closes on Wednesday 21 June.


 


Earlier stories:


6 June 2006: Evergreen directors recommend Highlander bid


26 May 2006: Highlander has 57.5% of cashed-up Evergreen shell


 


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Attribution: Company statement, story written by Bob Dey for this website.

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Evergreen directors recommend Highlander bid

Published 6 June 2006


Evergreen Forests Ltd’s independent directors have recommended the unconditional 33c/share offer from Highlander Trusts Ltd (Donald MacLachlan, Wellington) be accepted.



It’s already been accepted by the 3 overseas pension funds that together hold 57.5% of the cashed-up shell


Evergreen sent out its target company statement on 1 June. The offer closes on Wednesday 21 June.


Horwath Porter Wigglesworth Ltd said in an independent report on the offer it valued the equity in Evergreen at $12.61 million, which represented the full underlying value of the company’s shares. Shareholders are likely to get 1c/share less if they opt for the distribution & liquidation that had been planned, following sale of the company’s forestry assets.


Highlander said on Friday it had 64.3% of Evergreen. It hasn’t disclosed how it intends to use the shell.


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Attribution: Company statement, story written by Bob Dey for this website.

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Highlander has 57.5% of cashed-up Evergreen shell

Published 25 May 2006


Highlander Trusts Ltd (Donald MacLachlan, Wellington) has secured 58.6% of Evergreen Forests Ltd in its takeover bid for the cashed-up shell of the listed forestry company.


Highlander has offered 33c/share in its 22 May takeover offer.It gave notice of the offer on 8 May after entering into agreements on 4 May to acquire 57.5% of Evergreen at 33c/share.


Evergreen independent directors Peter Wilson (chairman) & Paul Fowler will oversee all aspects of Evergreen’s response. The Evergreen board has retained the investment banking division of Forsyth Barr as financial advisor.


The bid followed Evergreen’s 4 May announcement that the $5 million held in escrow as part of the sale of its North Island forest assets to James Fielding Funds Management Ltd had been released in full. After that was done, directors had expected to make a final distribution to shareholders.Evergreen made a $26 million loss for December 2005 half-year, incorporating $21.6 million of losses on the sale of assets and $2.6 million of costs related to asset sales, debt repayments & business closure.Mr MacLachlan, of Waikanae,, is sole director of Highlander Trusts. He’s also a director of DHD MacLachlan Co Ltd, Lindsay & Dixon Ltd, Lindsay & Dixon No 2 Ltd, MacLachlan Enterprises Ltd, NZ Management Group Ltd, Patrick Duncan Investments Ltd, Sakahyam Telco Ltd & West Coast Sawmills Ltd, and a former director of Cardrona Ski Resort Ltd, Healmac Investments Ltd, Healmac Securities Ltd, TeamTalk Ltd &  Workshop Quantity Surveyors Ltd.


Shareholders are John Strahl & Craig Healy. Mr Strahl is a former Tower Insurance Ltd director, former director of NZ Management Group Ltd, now a partner at law firm Phillips Fox in Wellington, director of Exploration.co.nz Ltd, Hathaway Investments Ltd, Meekirk Nominees Ltd, Pigeon Investments Ltd. Mr Healy is a director of Healmac Holdings Ltd, Healmac Investments, Healmac Securities and a former director of Highlander Trusts, Integra Investments Ltd, NZ Management Group & Workshop Quantity Surveyors.


12 November 2005: Evergreen’s closing buyback approved


1 November 2005: Evergreen proposes wash-up through buyback


29 September 2005: James Fielding goes unconditional on Evergreen deal


 


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Attribution: Company statement, story written by Bob Dey for this website.

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Evergreen’s closing buyback approved

Published 12 November 2005


Evergreen Forests Ltd shareholders approved a 4:5 off-market pro rata share buyback at 35c/share on Friday.


Chairman Peter Wilson said the buyback would enable shareholders to access almost all of the proceeds of the recent sale of the company’s land & forest assets. Closing date is 25 November. Evergreen will effectively cease operations on Wednesday 30 November. Operational staff left on Friday, administrative staff will leave on 30 November. The company will produce accounts to 31 December and probably a final financial statement for the June 2006 half.


Mr Wilson said the company had mandated its investment banking advisors to seek offers for the company shell and an information memorandum would be available from Monday 14 November through Forsyth Barr: “There is considerable prospective value should an acquirer be able to access the tax losses & available subscribed capital within the entity.”


At the company’s annual meeting, held at the same time as the buyback vote meeting, Mr Wilson said completion of the forests sales process and the buyback distribution should be seen positively by shareholders in the current economic climate: “The strength of the currency, shipping rates above $40/m³ and soft demand for forest products has meant the terms of trade for forestry products in particular, and for the export market generally, has continued to be negative.


“Clear evidence of this is the repeated profit downgrades evident in major company announcements and, unless there is an early reversal of current trends, this will continue.”


Earlier stories:


5 November 2005: Evergreen notes redemption approved


1 November 2005: Evergreen proposes wash-up through buyback


29 September 2005: James Fielding goes unconditional on Evergreen dealIf you want to comment on this story, write to the BD Central Discussion forum or send an email to [email protected].

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Evergreen notes redemption approved

Published 4 November 2005


Evergreen Forests Ltd’s convertible noteholders resolved today to approve changes to the trust deed to enable early redemption of the $26.6 million of notes.


 


The company sought the change so it could pay out the notes after completing the sale of most of its forest & land assets on 31 October. To enable orderly redemption on Thursday 10 November, trading in the notes has been halted from 5pm today, 4 November.


 


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Evergreen proposes wash-up through buyback

Published 1 November 2005


Evergreen Forests Ltd completed the sale of its major assets to James Fielding Funds Management Ltd as planned on 31 October, and is now looking at paying out shareholders through a buyback offer.



The buyback offer is 35c/share for 4 of every 5 shares held. Chairman Peter Wilson said a final distribution, also possibly through a buyback, was likely to be at a lower figure.


Noteholders have a meeting on Thursday 3 November to agree to an early redemption. Shareholders will meet on Friday 11 November to approve the buyback, which requires 75% support. Assuming approval, it would be carried out on Friday 2 December.


The final distribution would be made in May 2006 after the company’s few remaining assets are realised & completion of the warranty period applying to forests sold.


Last story:


29 September 2005: James Fielding goes unconditional on Evergreen deal


 


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James Fielding goes unconditional on Evergreen deal

Updated 29 September 2005


The Overseas Investment Office approved James Fielding Funds Management Ltd’s $115 million purchase of Evergreen Forests Ltd’s forest estate today and the agreement approved by Evergreen shareholders at on Monday 26 September is now unconditional.


 


Original story: 3 votes send Evergreen to Mirvac fund, early notes redemption planned


 


Published 27 September 2005


After 12 minutes of formalities yesterday, Evergreen Forests Ltd’s 12 years as a forest & landowner was over. All it took was the votes of 3 men representing 3 large US interests.




That guaranteed more than the required 75% support for the resolution to sell 90% of Evergreen’s assets to Australian investor James Fielding Funds Management Ltd. Evergreen chairman Peter Wilson didn’t even bother seeking opposing votes – there was no point.


James Fielding Funds Management, a division of Australian property developer & hotel owner Mirvac Group, will buy the assets for $115 million, after being forced to raise its original $104 million bid by a backup offer of $112 million from the NZ Super Fund.


The sale remains conditional on Overseas Investment Office approval, with settlement planned for 31 October.Mr Wilson said directors would now work on a recommendation on how to distribute proceeds to shareholders and how to sell residual assets.


“It will be disappointing to shareholders, I know, to have invested in a company that hasn’t really provided anything close to an adequate return,” Mr Wilson said.


Notes deal


Following the shareholders’ sale decision, Mr Wilson said today the company would facilitate a process that could see early redemption of the convertible notes.


Anticipating Overseas Investment Office approval & the 31 October settlement, Mr Wilson said a meeting of noteholders would be called to consider a change to the trust deed enabling early redemption of the notes at their accrued value.  This would provide for payment soon after the expected completion of the sale of assets set for 31 October. With accrued interest, the redemption value at mid-November would be $1.5821.



Earlier stories:


21 September 2005: Evergreen supports new James Fielding bid


14 September 2005: 41% Evergreen shareholder opts for Super Fund bid 


13 September 2005: Fielding gets funding OK for Evergreen bid


27 August 2005: Cullen Fund makes backup bid for Evergreen


27 August 2005: Evergreen loss increases to $18 million as new bid made


19 August 2005: James Fielding launches NZ Sustainable Investments Fund with Evergreen bid


22 July 2005: Evergreen talks wind-farming as it ponders forests sale


17 May 2005: Mirvac gets super funds into sustainable forestry investment fund


13 May 2005: Evergreen bidders go to due diligence


25 March 2005: Evergreen puts its 26,000ha of land, 19,000ha of cutting rights on block


15 January 2005: Evergreen calls in investment bankers to advise on its future


 


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Evergreen supports new James Fielding bid

Published 20 September 2005


Evergreen Forests Ltd put the NZ Super Fund (the Cullen Fund) back into its backup position on Monday by signing the $115 million revised offer from James Fielding Funds Management Ltd for its North Island forests & land.



Evergreen chairman Peter Wilson said James Fielding’s new offer contained 2 principal changes – the rise from $104.17 million to $115 million, trumping the Super Fund’s $112 million, and extension of the completion date from 30 September to 31 October.


The revised offer translates to about 34c/share in net distributable proceeds. James Fielding has also undertaken to work with Evergreen on a “best endeavours” basis to achieve an assignment of the Hancock Loanor Evergreen to avoid payment of the break fee under that loan. If all of the Hancock Loan break fee can be avoided, the net distributable proceeds are estimated to increase to 35.5c/share.


Mr Wilson said the distributable proceeds would be subject to a number of variables in the period to settlement, including exchange rates swap rates. These estimates also didn’t include any value attributed to the shell company.


The James Fielding offer will be put to shareholders on Monday 26 September. If it doesn’t win 75% support, the Super Fund offer will be put.


Earlier stories:


18 September 2005: Mirvac tops Cullen Fund bid for Evergreen


14 September 2005: 41% Evergreen shareholder opts for Super Fund bid 


13 September 2005: Fielding gets funding OK for Evergreen bid


27 August 2005: Cullen Fund makes backup bid for Evergreen


27 August 2005: Evergreen loss increases to $18 million as new bid made


19 August 2005: James Fielding launches NZ Sustainable Investments Fund with Evergreen bid


22 July 2005: Evergreen talks wind-farming as it ponders forests sale


17 May 2005: Mirvac gets super funds into sustainable forestry investment fund


13 May 2005: Evergreen bidders go to due diligence


25 March 2005: Evergreen puts its 26,000ha of land, 19,000ha of cutting rights on block


15 January 2005: Evergreen calls in investment bankers to advise on its future


 

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Mirvac tops Cullen Fund bid for Evergreen

Published 17 September 2005


Mirvac Group subsidiary James Fielding Funds Management Ltd increased its Evergreen Forests Ltd offer on Friday from $104.2 million to $115 million, putting it above the backup bid from the NZ Super Fund.



As Evergreen’s board set about scheduling a meeting to consider the James Fielding offer, the Cullen Fund (as the Government Super Fund has been called) made a $112 million offer for the same Evergreen assets, its North Island forests & land. That meeting is set for Monday 26 September.


James Fielding said on Friday it also intended to seek an assignment of Evergreen’s existing $US loan on a “best endeavours” basis and, if it succeeded, that would add value to its new proposal.


Evergreen’s biggest shareholder, Opers (the Ohio Public Employees Retirement System) said during the week it would vote its 41% in favour of the Cullen Fund bid, but the Evergreen board went into the weekend considered the revised Australian offer.


Evergreen owned or had cutting rights over 18,959 stocked hectares at 30 June. Its forest properties are principally located in Northland, South Auckland and the East Coast. It sold its West Coast forestry rights for $3.4 million on 18 August, settlement 30 September.


Earlier stories:


14 September 2005: 41% Evergreen shareholder opts for Super Fund bid 


13 September 2005: Fielding gets funding OK for Evergreen bid


27 August 2005: Cullen Fund makes backup bid for Evergreen


27 August 2005: Evergreen loss increases to $18 million as new bid made


19 August 2005: James Fielding launches NZ Sustainable Investments Fund with Evergreen bid


22 July 2005: Evergreen talks wind-farming as it ponders forests sale


17 May 2005: Mirvac gets super funds into sustainable forestry investment fund


13 May 2005: Evergreen bidders go to due diligence


25 March 2005: Evergreen puts its 26,000ha of land, 19,000ha of cutting rights on block


15 January 2005: Evergreen calls in investment bankers to advise on its future


 


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41% Evergreen shareholder opts for Super Fund bid

Published 14 September 2005


Evergreen Forests Ltd’s largest shareholder said today it would reject the James Fielding bid for the company’s assets at the 26 September meeting to approve the sale, and vote for the higher backup bid from the Cullen Fund (NZ Super Fund) instead.



The Ohio Public Employees Retirement System (Opers) holds 40.6% of Evergreen. It based its decision on a recommendation by its investment advisor, Global Forest Partners LP.


Global Forest Partners said the Cullen Fund’s $112 million offer, plus the $3.4 million sale of West Coast cutting rights, would generate net liquidation proceeds of at least 32c/share, in line with the current share price and better on a $/ha basis than recent high-profile New Zealand forest transactions.


It was 14% better on a net $/share basis than the $104.2 million James Fielding Funds Management Ltd bid, which requires 75% approval at the meeting.


Global Forest Partners chief executive Peter Mertz said shareholder approval of the super fund bid would mean Evergreen wouldn’t have to proceed with the $20 million rights offer to cut its debt, which would have meant shareholders being forced to contribute at least 13c/share to maintain pro rata ownership, or have their holdings significantly diluted.


Global Forest Partners was also concerned that a rights offer was only a short-term solution, as the company would still be saddled with excessive gearing: “There are currently no plans in place to eliminate the $15 million loan with John Hancock, which exposes the company to significant exchange rate risk, and the convertible notes, which are set to expire in 2009, will (in the absence of a very significant increase in the share price) require another rights offering or debt placement of about $35 million (or 22c/share) at that time.”While Global Forest Partners recognised that the independent valuations commissioned by the company placed a higher value on the forest & land assets than the current bid, Mr Mertz said: “Given the high level of interest in forest assets globally at this time and the well contested process, we see the bid from the Super Fund as being the most relevant indicator of the fair market value of the company’s assets.” Global Forest Partners structures & manages timberland investments around the world on behalf of institutional clients. It was founded in 1982 and is wholly owned by its senior management team. It manages $US1.5 billion for more than 100 clients through 10 closed-end commingled funds & 2 separate accounts.


Earlier stories:


13 September 2005: Fielding gets funding OK for Evergreen bid


27 August 2005: Cullen Fund makes backup bid for Evergreen


27 August 2005: Evergreen loss increases to $18 million as new bid made


19 August 2005: James Fielding launches NZ Sustainable Investments Fund with Evergreen bid


22 July 2005: Evergreen talks wind-farming as it ponders forests sale


17 May 2005: Mirvac gets super funds into sustainable forestry investment fund


13 May 2005: Evergreen bidders go to due diligence


25 March 2005: Evergreen puts its 26,000ha of land, 19,000ha of cutting rights on block


15 January 2005: Evergreen calls in investment bankers to advise on its future


 


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