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Trust Company backs IOOF’s ‘superior’ offer

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By Chris Kennedy
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3 minute read

The board of The Trust Company has deemed a proposal from IOOF to acquire the business is likely to be superior to one from Perpetual currently under a Scheme Implementation Agreement.

Under yesterday’s IOOF offer to acquire 100 per cent of the shares in TRU, TRU shareholders would receive their choice of 0.74 IOOF shares for each TRU share, or a guaranteed minimum cash consideration of $6.03. IOOF also said unlike Perpetual’s offer, the IOOF offer did not require Australian Competition and Consumer Commission approval, offering shareholders more certainty.

Under the SIA, Perpetual has three days to respond if TRU deems a competing offer superior.

“The board of The Trust Company has determined that the IOOF proposal is likely to be a superior proposal under the SIA with Perpetual, and has accordingly provided Perpetual with the opportunity to match or better the IOOF proposal pursuant to clause 10.5 of the SIA,” TRU said in a statement to the Australian Securities Exchange (ASX).

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Perpetual has until 5pm on Monday 9 September 2013 to decide whether it wishes to announce a revised proposal for the board of The Trust Company to consider, TRU stated.

IOOF noted TRU’s decision and the notice to Perpetual commencing the period during which Perpetual may provide a matching or superior proposal.

“Following discussions with The Trust board, IOOF has agreed to the Trust board’s request to make drafting changes to the Scheme Implementation Agreement attached to the IOOF proposal submitted on 2 September 2013. The deadline for acceptance of the revised IOOF proposal by Trust is 8pm on 9 September 2013,” IOOF stated.