amaysim Australia Limited (ASX:AYS) has today entered into a Share Sale Agreement (SSA) for the sale of amaysim’s mobile business (Mobile) to its long- term strategic wholesale partner, Optus Mobile Pty Limited (Optus), for cash consideration of A$250 million.
Following a strategic review to consider options to maximise shareholder value and the recent sale of Click Energy for A$115 million, the Board believes that the Mobile Sale will unlock shareholder value by realising a premium for the Mobile business and providing compelling certainty for shareholders.
The Mobile Sale will enable a substantial distribution of proceeds to shareholders. Subject to satisfaction of all conditions, it is expected that the Mobile Sale will complete in January 2021. Post-completion, amaysim intends to distribute proceeds (less certain transaction and wind- up costs and other amounts) to shareholders in three tranches: the Major Distribution, the Minor Distribution and the Final Distribution (together, the Distribution).
The Major Distribution, comprising of a fully franked dividend and return of capital,1 will commence immediately post completion and will distribute the majority of proceeds to
shareholders in early 2021 and will be followed by the Minor Distribution. In parallel, amaysim will provide transitional services to Optus for a short three-month period.
amaysim will then seek to distribute any remaining surplus funds to shareholders (the Final Distribution), de-list from ASX and subsequently wind-up.
The final net proceeds from the sale of Click Energy was A$51.9 million (which is after the repayment of A$53.05 million of bank debt, transaction costs, and final completion and working capital adjustments which have just been settled with AGL). The final net proceeds from the sale of Click Energy are in line with previous guidance of being expected to be at least A$50.0 million.
amaysim currently estimates that approximately A$207.2 million to A$225.7 million will be distributed in total to shareholders, including the final net proceeds from the sale of Click Energy.
On these current estimates, the Distribution mid-point of A$216.4 million represents A$0.70 per share2, which reflects a premium of:
- 4.5% to the closing price on 29 October 2020;
- 4.6% to the three month VWAP;
- 17.0% to the six month VWAP; and
- 16.7% to the 60c equal access rights issue price paid by shareholders in February 2019.
The Mobile Sale, representing the disposal of amaysim’s main undertaking, is conditional on shareholders passing an ordinary resolution to approve the Mobile Sale pursuant to ASX Listing Rule 11.23 at an Extraordinary General Meeting (EGM) and amaysim undertaking certain pre-completion steps.
amaysim will convene an EGM of shareholders to consider and approve the Mobile Sale and Distribution, expected to be held in January 2021.
Further details on the Distribution will be provided in the Notice of Meeting and at the EGM and, in the meantime, the estimated Distribution is subject to the assumptions and qualifications set out below under the heading “Distribution of Proceeds to Shareholders”. – BusinessNewsAsia.com