BBHO

Australian grazing families announce $386 million Offer
for S. Kidman & Co Ltd (Kidman)
Sunday October 23, 2016

A consortium comprising four Australian grazier families represented by Messrs Tom
Brinkworth, Sterling Buntine, Malcolm Harris and Viv Oldfield (BBHO or the consortium),
today announced its intention to submit a $386 million offer to acquire 100% of the shares of
S. Kidman and Co. (Kidman) (the Offer).
Consortium spokesman Sterling Buntine said: “We have developed a compelling and
superior proposal to that recently supported by the Kidman Board which will see Kidman
100% Australian owned.
“BBHO’s financing is committed and our proposal does not require Foreign Investment
Review Board approval which means greater certainty for the Kidman shareholders.”
“The Kidman story and legacy of Sir Sidney Kidman is in the DNA of our cattle industry. Sir
Sidney was a pioneering nation-builder who’s values and vision helped build Australia into a
respected leader in the global beef industry.”
“The four families comprising the consortium are deeply committed to honouring and
preserving the Kidman heritage and brand which will continue under the stewardship of
highly regarded and successful Australian graziers,” Mr Buntine said.
The BBHO families have direct, active, inter-generational involvement within the industry,
and continue to this day to passionately work within their respective agricultural operations.
Interests of the group span livestock, grain, transport and other industry services.
Mr Buntine said: “As Australian grazing families we share a strong affinity with the Kidman
properties. My father carted cattle for Kidman for many years, while several members of the
Oldfield family earned their stripes as drovers on Sir Sidney’s properties. More recently the
Brinkworth family’s epic 18,000 head cattle drive from central west Queensland to southern
New South Wales followed in Sir Sidney’s similar footsteps from earlier this century.”
Together the BBHO families intend to maintain and expand a Kidman branded cattle
marketing and export operation representing the families combined herd in excess of 500,000
head.
“This initiative would more than treble the size of the herd currently marketed under the
Kidman name,” Mr Buntine said.

 2.

An Adelaide office will be maintained and the Tungali feedlot will be retained and BBHO
looks forward to working with Kidman management and employees as we implement growth
and development opportunities for the business.
“As Australian graziers we feel very privileged to be able to present this offer to the Board
and shareholders of Kidman.
“We look forward to the opportunity to progress discussions with the Kidman board in
respect of our Offer,” Mr Buntine said.
The Consortium has retained Agrify and Hindmarsh Partners as financial advisors on the
transaction.
Conditions
The Offer will be subject to a number of conditions, which are set out in Annexure A. These
include a condition that BBHO acquires a relevant interest at least 90% of all Kidman shares
on issue.
The Offer is not subject to approval by the:
• Foreign Investment Review Board; or
• Peoples Republic of China's respective regulators including the National Development
and Reform Commission, the Ministry of Commerce or the State Administration of
Foreign Exchange.
Other information
Full particulars of the Offer will be outlined in the Bidder’s Statement, which will be
despatched to Kidman and sent to Kidman shareholders in due course.
Media Enquiries contact:
Ben Wilson
Joint Managing Partner
GRACosway
+ 61 407 966 083
bwilson@gracosway.com.au

 3.

ANNEXURE – OFFER CONDITIONS
The Offer and any contract resulting from the acceptance of the Offer will be subject to the fulfilment
of the following conditions:
1.

Minimum acceptance condition
That during or at the end of the Offer Period, Bidder has a Relevant Interest in at least 90%
(by number) of all Kidman Shares.

2.

Regulatory approvals
Before the end of the Offer Period, Bidder has obtained the following approvals:
(a)

South Australian Minister for Sustainability, Environment and Conservation
Approval under the terms of the Innamincka Lease (Crown Lease 1625/52) in respect
of that Lease and under section 30(1)(a) of the Pastoral Land Management and
Conservation Act 1989 (SA) in respect of the Anna Creek Lease (Crown Lease
1331/50), the Peake Lease (Crown Lease 1332/1) and the Macumba Lease (Crown
Lease 1607/55), either unconditionally or on terms that are reasonably acceptable to
Bidder.

(b)

Western Australian Minister for Lands
Ministerial approval under the Land Administration Act 1997 (WA) to the acquisition of
all of the Kidman Shares by Bidder in respect of the Ruby Plains Pastoral Lease
(Lease N049918) and the Sturt Creek Pastoral Lease (Lease N049928), either
unconditionally or on terms that are reasonably acceptable to Bidder.

(c)

Northern Territory Minister for Land Resource Management
Approval under section 34 of the Pastoral Land Act (NT) in respect of the Banka
Banka East Lease (Perpetual Pastoral Lease 01204), the Brunchilly Lease (Perpetual
Pastoral Lease 00945) and the Helen Springs Lease (Perpetual Pastoral Lease
01001), either unconditionally or on terms that are reasonably acceptable to Bidder.

(d)

Australian Government Department of Defence
Permission under the Defence Force Regulations 1952 to enter the Woomera
Prohibited Area for operations at Anna Creek on terms that are reasonably
acceptable to Bidder.

3.

No prescribed occurrences
That during the period between the Announcement Date and the end of the Offer Period
(each inclusive), none of the following events occurs:
(a)

Kidman converts all or any of its shares into a larger or smaller number of shares;

(b)

Kidman resolves to reduce its share capital in any way;

(c)

Kidman:

 4.

4.

(i)

enters into a buy back agreement; or

(ii)

resolves to approve the terms of a buy back agreement under section
257C(1) or 257D(1) of the Corporations Act;

(d)

Kidman issues shares, or grants an option over its shares, or agrees to make such an
issue or grant such an option;

(e)

Kidman issues, or agrees to issue, convertible notes;

(f)

Kidman disposes, or agrees to dispose, of the whole, or a substantial part, of its
business or property;

(g)

Kidman grants, or agrees to grant, a security interest in the whole, or a substantial
part, of its business or property;

(h)

Kidman resolves to be wound up;

(i)

a liquidator or provisional liquidator of Kidman is appointed;

(j)

a court makes an order for winding up of Kidman;

(k)

an administrator of Kidman is appointed under section 436A, 436b or 436C of the
Corporations Act;

(l)

Kidman executes a deed of company arrangement; or

(m)

a receiver, or a receiver and manager, is appointed in relation to the whole, or a
substantial part, of the property of Kidman.

No action by Government Agency adversely affecting the Takeover Bid
That during the period between the Announcement Date and the end of the Offer Period
(each inclusive):
(a)

there is not in effect any preliminary or final decision, order or decree issued by a
Government Agency;

(b)

no action or investigation is instituted, or threatened by any Government Agency; or

(c)

no application is made to any Government Agency (other than an application by
Bidder or any company within the Bidder Group, an application under section 657C of
the Corporations Act, or an application commenced by a person specified in
section 659B of the Corporations Act in relation to the Takeover Bid),

in consequence of, or in conjunction with, the Takeover Bid, which restrains or prohibits or
threatens to restrain or prohibit, or may otherwise materially adversely, impact upon, the
making of the Takeover Bid or the objectives of the Takeover Bid or seeks to require the
divestiture by Bidder of any Kidman Shares, or the divestiture of any assets of Kidman.
5.

No material acquisitions, disposals, etc.
Except for any proposed transaction publicly announced by Kidman on or before the
Announcement Date and any transaction undertaken by Kidman in its ordinary course of the

 5.

Business, none of the following events occur during the period between the Announcement
Date and the end of the Offer Period (each inclusive) without Bidder’s prior written consent:

6.

(a)

Kidman acquires, offers to acquire or agrees to acquire one or more companies or
assets (including livestock) (or an interest in one or more companies or assets) for an
amount in aggregate greater than $5 million or makes an announcement in relation to
such an acquisition;

(b)

Kidman disposes, offers to dispose or agrees to dispose of one or more companies or
assets (excluding livestock) (or an interest in one or more companies or assets) for an
amount in aggregate greater than $5 million or makes an announcement in relation to
such a disposal;

(c)

Kidman borrows or agrees to borrow more than $5 million;

(d)

Kidman enters into, offers to enter into or announces that it proposes to enter into any
joint venture, asset or profit sharing arrangement, alliance, amalgamation, merger of
businesses or corporate entities, or partnership, involving a commitment of, or assets
having a value, greater than $5 million or makes an announcement in relation to such
a commitment; or

(e)

Kidman incurs or commits to, or grants to another person a right, the exercise of
which would involve Kidman incurring or committing to any capital expenditure or
other liability of any nature (whether conditional or otherwise) in respect of one or
more related items of greater than $5 million or where the duration of the commitment
exceeds one year or makes an announcement in relation to such a commitment.

No Material Adverse Change in relation to Kidman
That during the period between the Announcement Date and the end of the Offer Period
(each inclusive), there is no Material Adverse Change in relation to Kidman.

7.

No dividends or capital transactions
That during the period between the Announcement Date and the end of the Offer Period
(each inclusive), Kidman must not:
(a)

(b)
8.

declare, determine, conduct or pay (as relevant):
(i)

any dividend;

(ii)

any capital reduction or other return of capital or distribution;

alter the rights attaching to its shares.

No superior proposal
No other proposal is recommended by a majority of the Kidman Board.

9.

Conduct of Business
That during the period between the Announcement Date and the end of the Offer Period
(each inclusive), Kidman must not without Bidder's prior written consent:
(a)

amend its constitution; or

 6.

(b)

other than in accordance with the Retention Bonus Regime, enter or agree to enter
into any contract of service or vary or agree to vary any existing contract of service
with any director or manager, or pay or agree to pay any retirement benefit or
allowance to any director or manager, or make or agree to make any substantial
change in the basis of remuneration of any director or manager (except as required
by law).