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Nicholas Bolton-helmed Keybridge Capital (ASX: KBC) has launched a bid to take over the entirety of RNY Property Trust (ASX: RNY), a property fund with a connection to Aurora Funds Management.
The bid sees Keybridge offer 0.16 KBC shares per each RNY unit on issue. At today's KBC trading price of $0.071 the offer values the transaction at close to $3 million.
RNY is a property investor with interests in office properties, including in the New York Tri-State area where it holds a 75 per cent interest in five commercial office properties.
"The transaction is materially NTA accretive for Keybridge," the company says.
"The Bid also allows RNY unitholders to recognise a greater value for their units than the last market trade of RNY."
As part of the bid Keybridge has received confirmation from Aurora Funds Management, the responsible entity for a "variety of substantial unitholders in RNY", that it will not do anything that causes third parties to be in contravention of applicable laws or regulations.
RNY has a 100 per cent interest in RNY Australia, which in turn holds a 75 per cent interest in RNY Australia Operating Company (RNY AOC) the group that owns the five New York office properties.
The owner of the remaining 25 per cent in RNY AOC is an affiliate of Aurora.
Aurora is also the responsible entity of the Aurora Property Buy-Write Income Trust, which is RNY's largest unitholder with 67 per cent of the Trust's units. A further 14 per cent are owned by other Aurora funds.
Under this structure RNY and Aurora exercise joint control over the property investments held by RNY AOC.
Further, Keybridge CEO Nicholas Bolton has recused himself from the approval process at Keybridge because he holds a material economic interest in Aurora.
"Keybridge is adopting procedures to ensure that Mr Bolton continues to recuse himself from the making of strategic decisions by Kebridge in relation to this bid," says Keybridge.
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