Somers Acquisition Of Australian Company
In a filing with the Bermuda Stock Exchange [BSX], Somers Limited announced the proposed acquisition of majority stake in RESIMAC Limited.
The filing stated, “Somers Limited, a financial services investment holding company, is pleased to announce that it has agreed to acquire the majority stake in RESIMAC Limited [approximately 79.0%], a leading non-bank Australian financial institution, from Ingot Capital Management Pty Limited [Ingot] for US$88.5 million [the Acquisition].
“The Company has agreed to issue a convertible loan note [the Note] to Ingot which shall provide for the conversion of the Note into to 4,984,210 common shares par value US$0.0001 of the Company [the Shares] upon the receipt of all necessary regulatory approvals. As a result of the Acquisition, Ingot will be interested in approximately 29.2% of Somers.
“The Acquisition is conditional upon, amongst other things, shareholder approval which will be sought at the special general meeting [the SGM] of the shareholders of Somers [the Somers Shareholders] to be held at 34 Bermudiana Road, Hamilton HM11 Bermuda on September 28, 2016 at 10.00 a.m. [Bermuda time]. A Shareholder circular and notice of the SGM is being sent to Shareholders.
“RESIMAC is a leading Australian non-bank financial institution which commenced operations in 1985 when it was established by the New South Wales State Government of Australia to service and securitise residential loans for HomeFund, a New South Wales government housing program [then under the name of FANMAC Limited].
“RESIMAC’s primary activities involve originating, servicing and securitising mortgage assets. It is the pioneer of Australian Residential Mortgage Backed Securities [RMBS], being the first issuer in 1988. Since then it has issued more than AUS$19 billion through 36 domestic and international RMBS issues.
“For the 12 months ended June 30, 2016, RESIMAC’s unaudited net interest income was A$73 million [US$56 million] [2015: A$57 million [US$43 million], total income was A$70 million [US$53 million] [2015: A$53 million [US$40 million] and net profit after tax of A$13 million [US$9.9 million] [2015: A$7 million] [US$5 million].
“Unaudited shareholders’ funds as at 30 June 2016 were A$82 million [US$63 million] [2015: A$70 million [US$53 million] and total assets were A$5.4 billion [US$4.1 billion] [2015: A$4.7 billion [US$3.6 billion]. RESIMAC had 136 full-time equivalent employees across offices in Sydney, Melbourne, Perth, Newcastle and Auckland.
Commenting on the Acquisition, Warren McLeland, Chairman of Somers said; “The is a major investment for Somers and fits in with the stated strategy to make corporate investments and acquisitions in the financial services sector.
“The acquisition of RESIMAC will complement Somers existing investments and the benefits from the Acquisition will accrue to all Somers Shareholders. Somers is acquiring a well-run, profitable business which will diversify Somers’ investments and significantly increase the scale of Somers.”
