Target Statement by Market faxts Limited [ACN 061 105 735]
recommend you TAKE NO ACTION
on the takeover offer by Telco Australia Limited [ACN 075 419 715].
This is an important document. If you are in doubt as to how to deal
with it, please consult your professional adviser.
Dear Shareholder
Telcos Proportional Offer
You will by now have received an offer from Telco for 80% of your Market
faxts shares, for a consideration of 2 Telco shares for every 5
Market faxts shares.
The Directors of Market faxts unanimously recommend that you
take no action in relation to Telcos offer. To do this, do not respond
to the documents sent to you by Telco.
On 23 August 2000, ISIS announced an offer for all of your Market faxts
shares. Under this offer, you will receive 1 ISIS share for every 3 Market
faxts shares. Your Directors believe the ISIS offer will be superior
to Telcos for the following reasons.
-
- Telcos proportional offer does not allow shareholders to accept for
more than 80% of their Market faxts shares. This means that shareholders
that accept Telcos offer would have their holdings in Market faxts
reduced to 20%. This may result in Market faxts becoming an illiquid
stock. ISIS is providing shareholders with the option to accept for
all or any proportion of their shares. - Telcos offer has a higher minimum acceptance condition (50.1%) than
ISIS (40%) and is therefore less likely to be satisfied. - Whilst there are possibly some synergies between Telcos investments
in internet start ups and Market faxts, they are generally minority
positions. ISIS on the other hand is a listed company which specialises
in creating online communities, and this fits particularly well with
Market faxts information distribution, online content, and online
community products. - ISIS is understood to have significant technical and financial resources
at its disposal. Whilst Market faxts has sufficient cash reserves
to meets current requirements, the added security which comes from ISIS
technical and financial position is of significant value to Market faxts. - ISIS has substantial cash reserves. As at 30 June 2000 its consolidated
cash position was $41.5 million. According to information contained
in the Telco bidders statement, as at 31 December 1999 Telco had minimal
cash reserves of $0.2 million. - ISIS announcement states that, should Market faxts remain listed,
it will be able to continue its business as a separate entity with similar
management. This will allow Market faxts flexibility in determining
its future direction.
- Telcos proportional offer does not allow shareholders to accept for
Your Directors believe the operations and strategic direction of ISIS
represent a better fit with Market faxts than does the Telco offer.
Telco has stated in its Bidders Statement that there are a number of synergies
between Telco and some of its investments, and Market faxts. However,
Market faxts has determined that the synergies it has identified
with ISIS are more compelling.
The Chief Executive Officer Chris Gosselin and I have advised the rest
of the Board that we do not currently intend to accept Telcos offer, as
we consider the ISIS offer to be superior. Between us, we hold separate
relevant interests in 54.6% of Market faxts shares. On this basis,
Telcos minimum acceptance condition of 50.1% is unlikely to be satisfied.
Telco does not appear to be committed to the success of its takeover
offer. On 25 August 2000, it announced that it had applied to ASIC to
withdraw its bid for Market faxts. ASIC did not provide the necessary
waiver. On 1 September 2000, Telco advised that its 50.1% minimum acceptance
condition is unlikely to be satisfied.
In due course, you will receive the ISIS offer documents and the Market
faxts Target Statement in relation to the ISIS offer. Those documents
will provide you with further information on the ISIS offer and the formal
recommendation of your Board.
If you have any questions in relation to the Telco or ISIS offers, please
contact Chris Gosselin of Market faxts on (02) 9247 6788 or Evelyn
Horton or Mark Skurnik of Deutsche Bank on (02) 9258 2736.
Thank you for your continued support of Market faxts.
Yours faithfully
John Mullen
Chairman
Market faxts Limited
Additional Statutory Information
Target Statement given by Market faxts Limited ACN 061 105 735
pursuant to Section 638 of the Corporations Law in response to the bidders
statement of Telco Australia Limited ACN 075 419 715 dated 14 July 2000.
1.Directors’ recommendations
The Directors of Market faxts at the date of this Target Statement
are:
John P Mullen
Trevor Perry
Christopher Gosselin
Verilyn Fitzgerald
Brent Wallace
Each of the Directors desires to make and considers himself or herself
justified in making a recommendation in relation to the Offer.
Each of the Directors recommends that Market faxts shareholders
take no action in relation to the Offer for the reasons set out in this
Target Statement.
2. Directors’ entitlements in Market faxts
At the date of this Target Statement, the Directors have the relevant
interests in Market faxts as set out below.
| DIRECTOR* | Number of Ordinary Shares |
| John P Mullen | 6,703,464 |
| Trevor Perry | 472,520 |
| Christopher Gosselin | 18,691,830 |
| Verilyn Fitzgerald | 40,000 |
| Brent Wallace | 172,507 |
| SUBTOTAL | 26,080,321 |
| Loans On Line Australia | 2,724,864 |
| TOTAL | 28,805,185 |
*Directors have a relevant interest in 1,224,885 options, in respect
of which no notice of exercise has been received by Market faxts
and they are accordingly not voting securities.
All Directors are directors of Loans On Line Australia Pty Limited, which
is the trustee of the Market faxts Employee Share Trust. Loans
On Line owns 2,724,864 Shares representing 5.29% of the Shares on issue.
The shares are held for the benefit of the members of the fund, who are
employees of Market faxts.
As illustrated in the above table, excluding relevant interests from
the Employee Share Trust, John Mullen has a relevant interest in 13.02%
of Market faxts shares and Christopher Gosselin has a relevant
interest in 36.29% of Market faxts shares. The combined relevant
interest, excluding relevant interests from the Employee Share Trust,
of the Directors is 50.64% of Market faxts shares (there are 51,501,316
Market faxts shares on issue at the date of this Target Statement).
Certain Directors’ holdings are Restricted Securities pursuant to the
ASX Listing Rules, which impose restrictions on sale for 24 months from
the listing of Market faxts shares on 21 December 1999. These Restricted
Securities comprise Shares totaling 25,226,321 (48.98% of the total Shares
on issue).
The Directors of Market faxts do not presently propose to seek
a waiver of the restrictions from the ASX for the purposes of the Telco
offer. If this remains the position, the defeating condition contained
in paragraph 8.1(a) of the Offer (that there must be acceptance delivering
control of at least 50.1% of the issued Market faxts shares) would
need to be waived by Telco before the Offer could become unconditional.
3. Intentions of Directors
Each Director who holds Market faxts shares presently intends
to take no action on Telco’s offer in respect of the Market faxts
shares held by them or on their behalf.
4. Authorisation of Statement
This statement has been approved by a resolution of the Directors of
Market faxts.
5. Directors’ holding of Telco shares
None of the Directors of Market faxts are entitled to any marketable
securities of Telco, save that Mr Brent Wallace has 12,500 ordinary shares
in Telco.
The trustee of a superannuation fund of which Mr Wallace is a beneficiary
bought 25,000 shares in Telco in April 2000 before Telco’s intentions
were known, and sold 12,500 of those shares before knowing of the ISIS
counter bid.
6. Dealings with Telco shares by Market faxts
With the exception of Mr Wallace, as set out in paragraph 5 above, neither
Market faxts nor any associate of Market faxts has acquired
or disposed of shares in Telco in the period of four months immediately
preceding the date on which Telco’s Bidder’s Statement was served on Market
faxts.
7. Dealings in Market faxts shares by Market faxts
Except as set out below, there have been no acquisitions or disposals
of shares in Market faxts by any associate (including Directors)
of Market faxts in the period of four months ending on the day
immediately before the day on which Telco’s Bidder’s Statement was served
on Market faxts.
Mr Gosselin acquired 50,000 Shares on 22 May 2000 prior to having any
knowledge of Telco’s intentions regarding Market faxts.
8. Payments and benefits
No prescribed benefit (other than an excluded benefit) will or may be
given to a person in connection with the retirement of a person from a
prescribed office in relation to Market faxts.
No prescribed benefit will or may be given to a prescribed person in
relation to Market faxts in connection with the transfer of the
whole or any part of the undertaking or property of Market faxts.
9. No agreements connected with or conditional on the Offer
There is no agreement or arrangement made between any Director or officer
of Market faxts and any other person in connection with or conditional
upon the outcome of the Offer.
10. Interests of Directors in contracts
No Director of Market faxts has an interest in any material contract
entered into by Telco.
11. Changes in Market faxts‘ financial position
So far as is known by any of the Directors, the financial position of
Market faxts has not materially changed since the last audited
accounts released to the ASX on 16 August 2000 other than as set out below,
and elsewhere in this Target Statement.
-
- On 5 July 2000, Telco announced a takeover offer for 80% of Market
faxts shares. Telco has since applied to ASIC to withdraw its
bid for Market faxts. ASIC refused to grant the waiver, and Telco
has been obliged to proceed with its offer. - On 23 August 2000, ISIS announced its intention to make a takeover
offer for all of the shares in Market faxts.
- On 5 July 2000, Telco announced a takeover offer for 80% of Market
The takeover offers by Telco and ISIS have necessarily involved Market
faxts engaging the services of financial and legal advisers in
order to respond appropriately to shareholders, including to inform shareholders
of a recommended course of action. The impact of these costs has yet to
be quantified.
12. Other information reasonably required by holders of Market faxts
shares and their professional advisers
This Target Statement contains all information currently known to Directors
that it would be reasonable for Market faxts shareholders to expect
to be included, to enable them and their professional advisers to make
an informed assessment whether to accept the Offer.
13. Glossary of Terms
-
- ASIC means Australian Securities and Investments Commission.
- ASX means the Australian Stock Exchange Limited.
- Bidder’s Statement means the Bidder’s Statement dated 14 July
2000 and sent to Market faxts by Telco on 18 July 2000. - Directors mean the Directors of Market faxts.
- ISIS means ISIS Communications Limited (ACN 083 269 701), a
company having its registered office at Level 14, 303 Collins Street,
Melbourne Victoria and all its controlled entities. - Market faxts means Market faxts Limited (ACN
061 105 735), a company having its registered office at 17 Young Street,
Sydney, New South Wales and all its controlled entities. - Market faxts Shares means fully paid ordinary shares
in the capital of Market faxts. - Offer means the offer by Telco Australia Limited ACN 075 419
715 to acquire 80% of all Market faxts shares. - Options means 1 for 1 exercisable options expiring on 18 November
2004 - Statement means this Target Statement.
- Telco means Telco Australia Limited (ACN 075 419 715), a company
having its registered office at 120 Brunswick Street, Fortitude Valley,
Queensland and all its controlled entities. - Telco Shares means ordinary fully paid shares in Telco.
14. Interpretation
Words or phrases defined in the Corporations Law have the same meaning
in this Statement.
For more information:
Chris Gosselin
Chief Executive Officer
InfoChoice Limited
PH: [02] 9247-6788
MOBILE: [0411] 537 830
Evelyn Horton or Mark Skurnik
Deutsche Bank AG
[02] 9258 2736
Tim Allerton
City Public Relations
PH: [02] 9281 7272
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