Directors’ letter to Shareholders re Crescent Capital Offer

The directors’ letter to shareholders

Dear Shareholder

Last week, an Australian private equity firm, Crescent Capital Partners Limited, announced that it intended to make a full cash offer for all the shares in Abano at $5.20 per share.

In the interests of ensuring that you are fully informed, I write to identify the next steps that are likely to occur, particularly given the closeness to Christmas and the holiday period.

As you will be aware, the Masthead offer closed recently without reaching the level of acceptances required for it to succeed. However, in addition to Crescent, other parties are continuing to express interest in Abano and further alternative proposals may emerge.

On the assumption that you will receive Crescent’s offer prior to Christmas, your directors have begun preparing a new Target Company Statement which we hope to send to you shortly after Christmas. This statement will be accompanied by an Independent Adviser’s Report, which will be based on updated financial information and include the preliminary half year result announced last week, which were not available at the time of the previous Independent Adviser’s Report.

Although the Crescent offer will enable shareholders to withdraw acceptance should there be a higher offer, there is no benefit to Abano shareholders in accepting the offer early as acceptance of the Crescent offer would prevent acceptance of another offer at the same price but on different terms, or indeed a different proposal. The Crescent offer will also stay open for a minimum of 30 days and it cannot be closed early or withdrawn (except in the unlikely event the Takeovers Panel so agrees).

Your directors advise that you take no action in response to the Crescent offer and wait until you receive a copy of the Target Company Statement, which will discuss the merits of the offer, before making any decision.

We are conscious of an information overload, however, this is a new offer and time has passed since Masthead advised its intention to make an offer. An update is important so that you have a current view of value.

We will communicate with you further once we receive the updated Independent Adviser’s report, but in the meantime, please take no action in respect of the Crescent offer.

Kind regards and best wishes for the festive season.

Alison Paterson