Bethunes shareholders to vote on Transport Investments deal next month

Bethunes Investments shareholders will vote next month on a deal to use its NZX listing as a vehicle for freight and logistics firm Transport Investments Ltd to go public while shifting its remaining assets into a new entity.

The company’s 335 shareholders will meet in Auckland on Dec. 5 to consider the reverse listing which if approved will see them own 0.6 per cent of the transport group, which has an enterprise value of $200 million, and keep their relative stakes in a new holding company – New BIL – which will house Bethunes’ existing investments valued at about $486,000.

Independent adviser Grant Samuel’s report judged the deal’s terms were “fair and reasonable to the shareholders of Bethunes not associated with TIL” and that “the proposed transaction is in the best interests of Bethunes given the options reasonably available to Bethunes at the current time.”

“The board considers that completing the transactions will add value for Bethunes shareholders as it presents them with the opportunity to own a shareholding interest in the transport and logistics business of Transport Investments Limited following the acquisition of that business by Bethunes, while also retaining their interest in the business and assets of Bethunes via BIL 2016 Limited,” chair Chris Swasbrook said in a statement.

“Accordingly, the board unanimously recommends that shareholders vote in favour of the resolutions in the notice of meeting.”

If Bethunes’ shareholders approve the deal, the NZX-listed firm will rename itself TIL Logistics Group and replace the board, with Trevor Janes lined up to chair the new directors. He would be joined by fellow independent directors Lorraine Witten and Danny Chan, executive director Jim Ramsay and non-executive director Greg Kern.

TIL had planned to list through an initial public offering, but gave up on those plans in mid-2017 after being advised “market conditions were not conducive, in part because of the New Zealand general election and likely resulting market uncertainty.” It began discussions with Bethunes in August.

Bethunes had planned an earlier reverse listing with Westgate Power Centre-subsidiary NZ Retail Property Group, however, that fell through when the real estate investor decided it wasn’t a good time to raise capital.

The Grant Samuel report says if the deal isn’t approved, Bethunes will remain a listed shell company seeking investment opportunities, but isn’t likely to try reverse listing another company again. If it is approved, Bethunes plans to relist the new entity.

The documents show TIL expects to report a statutory loss of $10.3 million on revenue of $327.8 million in the year ending June 30, 2018, turning to a profit of $11.1 million on revenue of $335.5 million the following year, when it would expect to pay dividends of 7.4 cents per share, representing a gross yield of 6.8 per cent.

Transport Investments going public


New Zealand’s largest private transport and logistics business, Transport Investments (TIL), is going public with a backdoor listing on the NZX.

The investment shell Bethunes Investment said it would buy Transport Investments, with a mix of shares and cash for $200 million.

TIL has a network of branches, depots and warehouses, which made $320m in revenue in the past year ending June.

Its brands included Hooker Pacific, TNL, Roadstar, Pacific Fuel Haul, TIL Freight, McAuley’s, MOVE Logistics and NZL.

TIL chair Jim Ramsay said the company had been looking to take the company public for some time.

“When the opportunity arose to participate in a reverse listing through BIL we decided this would provide existing TIL shareholders with a commercially sensible, viable and timely path to the NZX,” he said.

“We are pleased with the arrangements agreed and look forward to bringing TIL to the public domain with the support of over 300 existing BIL shareholders.”

The deal, which is subject to shareholders’ approval, would see Bethunes change its name to TIL Logistics, with a new board headed by Mr Ramsay.

A special meeting of TIL shareholders was expected to be held early next month, with Bethunes shareholders to meet late November or early December.

Earlier this month, TIL sold nine properties in Auckland to industrial property investment company, PFI, for $70m.

The transport company will lease back seven of the properties. That deal settles at the end of this month. transport and logistics business, Transport Investments, is going public with a backdoor listing on the NZX.