ARA creeps ahead as Cromwell warns investors of ‘shut out’

Cromwell has claimed its investors could be shut out of decisions affecting the company as Singapore’s ARA increased its stake using creep exceptions.

Aug 10, 2020, updated Aug 10, 2020
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Cromwell has also accused ARA of included misleading statements and material omissions from its bidder’s statement.

ARA said it bought 67.5 million Cromwell securities on-market at a price 91.5 cents a share and has now upped its offer to 92 cents a share. It now has 26.68 per cent of Cromwell and is attempting to buy 29 per cent of Cromwell securities it doesn’t already own, which would give it effective control of the company.

ARA had previously said it may use the “Creep Exception” to increase its security holdings in Cromwell.

The exception allows a company which holds shares above the takeover threshold to increase their stake without launching a full takeover bid.

In the absence of a competing proposal emerging, it said it would not increase the offer any further.

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“As Cromwell’s largest security holder with more than $650 million invested to date, the ARA Group’s interests are aligned with all Cromwell security holders and it is focused on ensuring sustainable value generation for all Cromwell security holders over the long term,” it said.

ARA said it would also provide a supplementary bidder’s statement.

Cromwell said it was concerned ARA would use its proportional takeover bid “as a means to acquire additional Cromwell securities to enable it to pass ordinary resolutions at a security holder meeting with very little other support from Cromwell security holders”.

Cromwell said this was consistent with its plan to put its own nominees on the board of the company.

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