King & Wood Mallesons advises RHG on scheme-of-arrangement offer

King & Wood Mallesons has advised RHG on a scheme-of-arrangement offer for 44.1 cents per share — with RHG also announcing a three-cent-per-share dividend.

As at 31 January 2013, RHG managed a mortgage book of $2.31bn, which is a closed book.

RHG has entered into a merger implementation deed with a syndicate comprising Reismac and Australian Mortgage Acquisition Company, a special-purpose investment vehicle.

Under the scheme offer, which is unanimously recommended by RHG’s board (in the absence of a superior proposal and subject to the independent expert concluding, and continuing to conclude,  that the scheme is in the best interests of shareholders), the Resimac syndicate will acquire 100 per cent of all ordinary RHG shares.

The scheme is subject to shareholder approval and court approval, as well as conditions in the merger implementation deed.

If the scheme proceeds, the total cash that would be received by RHG shareholders who are on the register at both the dividend record date and the scheme record date would represent a premium of 17.8 per cent to the closing price of RHG shares on 5 July 2013 and 18.7 per cent based on RHG’s 30 trading day VWAP as at 5 July 2013.

The King & Wood Mallesons team was led by partner Shannon Finch, who worked closely with partner Nicola Wakefield Evans on the transaction. They were supported by senior associate Clifford Sandler and  solicitors Kenny Chen and Alex Bruce.