APA and CKI consortium enter into Implementation Agreement
APA Group (ASX:APA) has entered into a conditional Implementation Agreement (Implementation Agreement) with CK Infrastructure Holdings Limited (CKI), CK Asset Holdings Limited (CKA), Power Assets Holdings Limited (PAH) and CKM Australia Bidco Pty Ltd (Bidder) (CKA, CKI and PAH together the CKI Consortium) under which Bidder (a wholly owned subsidiary of CKA) will acquire all of the stapled securities in APA under trust schemes (Schemes).
If the Schemes are implemented, APA Securityholders will receive A$11.00 cash per APA stapled security.
The transaction does not affect APA’s final distribution for the 2018 financial year, which the Board expects to be 24.0 cents per stapled security, and which is expected to be paid on 12 September 2018.
If the Schemes are implemented at any time after 31 December 2018, APA Securityholders will receive an additional distribution of 4.0 cents per APA stapled security for each full month in calendar 2019 which elapses prior to implementation of the Schemes (up to, and including, March 2019).
The transaction value represents a 30.5% premium to the 5 day volume weighted average price of APA stapled securities, a 31.4% premium to the 1 month volume weighted average price of APA stapled securities, an FY2017A EV/EBITDA multiple of 15.3x and an FY2018F EV/EBITDA multiple of 15.0x.
The APA Directors unanimously recommend the transaction in the absence of a superior proposal and subject to an Independent Expert concluding (and continuing to conclude) that the Schemes are fair and reasonable and in the best interests of APA Securityholders.
Depending on the progress of regulatory approvals, a meeting of APA Securityholders is targeted to be held in late November 2018 to consider the Schemes, with implementation and payment to APA Securityholders targeted to occur in mid December 2018.
Implementation of the Schemes is subject to certain conditions outlined in the Implementation Agreement and summarised in the full announcement within ‘Summary of key terms and conditions of the Schemes’.