21 February 2017, Written by Business News Australia

CROMWELL Property Group (ASX:CRM) has claimed Investa Office Fund (ASX:IOF) has not disclosed material information about its financial position to the ASX.

In the process, the Brisbane-based company has taken a backhanded swipe at its takeover target, saying it may up its bid for the company to up to $4.75 if Investa opens its books.

Cromwell initially offered $4.45 per share to buy IOF in a $2.7 billion deal but that was rejected by Investa in November on the grounds that it was not funded.

In subsequent discussions, the two parties have not reached an agreement on conditions for Cromwell to secure the information about Investa's financial position.

Investa has a complicated ownership structure, where its responsible entity, Investa Listed Funds Management Limited (ILFML) owns around 8 per cent of the company, while Cromwell owns around 9 per cent, which it bought to scuttle a Dexus Property Group bid for Investa.

"As a material investor, and bidder, Cromwell is concerned that ILFML has not disclosed material information to the market. It is concerned that this lack of information means the current IOF security price may not accurately reflect the future value of IOF," says Cromwell in its statement.

Of particular concern to Cromwell are a number of new leases that will have significant impact on IOF's cash flows over the next three years.

"There has been very limited information provided on these leases and certainly not enough to be able to form a view on future cash flows and hence a value for IOF's securities."

Cromwell wants full disclosure from Investa on eight points that it says are material to understanding the company's value.
  • Material information regarding leases executed since 30 June 2016 including rent and incentives
  • Maintenance and improvement capital expenditure for the next 3 years
  • Forecast incentives for the next 3 years
  • How IOF intends to fund capital expenditure (including development) and incentives during the next 3 years
  • Details of the valuation methodology applied to the Clarence Street development
  • Disclosure of implications on IOF of a change of control including payments to debt/hedging providers, advisers and staff as well as any remaining tail fee arrangements to IOF's advisers for the sale process undertaken in late 2015, which culminated in the unsuccessful Dexus scheme
  • Detail on interest rate hedging entered into since 30 June 2016
  • Details of the basis of the current Macquarie advisory engagement, including any linkage to previous engagements

"To ensure a fully informed and efficient market, Cromwell expects that certain information be included in IOF's half yearly results on 23 February 2017. Cromwell continues to be available to engage with ILFML and is committed to providing a fully funded cash offer for the equal benefit of all securityholders of IOF subject only to completion of due diligence and FIRB approval."

Business News Australia

Author: Business News Australia





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