AVJennings Limited (ASX: AVJ) shareholders are set to vote on a scheme of arrangement for the acquisition of the company by PM Nominees C Pty Ltd, an investment vehicle of Proprium Capital Partners and AVID. A Scheme Meeting is scheduled for July 11, 2025, where shareholders will consider the offer of $0.655 per share.
The Supreme Court of New South Wales has approved the dispatch of a Scheme Booklet, which includes an Independent Expert’s Report prepared by Kroll Australia. The Independent Expert has concluded that the Scheme is in the best interests of AVJennings shareholders, in the absence of a Superior Proposal, valuing AVJennings shares between $0.54 and $0.61. The Scheme Consideration exceeds this valuation.
The AVJennings Board unanimously recommends shareholders vote in favor of the Scheme, subject to the absence of a Superior Proposal and the Independent Expert’s continued positive assessment. Directors intend to vote their holdings accordingly. The largest shareholder, SC Global Developments, also intends to support the Scheme.
An Extraordinary General Meeting (EGM) will follow the Scheme Meeting to approve the Share Issue Resolution, permitting shares to be issued to Managing Director and CEO Philip Kearns. The directors, excluding Mr. Kearns who has recused himself, unanimously recommend that AVJennings Shareholders vote in favour of the Share Issue Resolution.
The Scheme is not conditional on the Share Issue Resolution passing and may proceed even if AVJennings Shareholder approval is not granted for the issuance of additional shares to Mr Kearns pursuant to the Share Issue Resolution. In these circumstances, AVJennings will consider acquiring AVJennings Shares on-market or satisfying the vested Performance Rights by way of a cash payment.
Shareholders can access the Scheme Booklet online and request printed copies. A hybrid meeting format will allow in-person and virtual participation. The outcome of these votes will significantly shape AVJennings’ future as it moves towards a potential acquisition.
