DuluxGroup completes Alesco acquisition

 

On 29 January 2013, DuluxGroup completed the compulsory acquisition of all remaining shares in Alesco Corporation Limited. As a result, DuluxGroup now holds 100% of the shares in Alesco and Alesco has been delisted from the Australian Securities Exchange. 

The process for compulsory acquisition was outlined in DuluxGroup's ASX announcement of 19 December 2012. For those shareholders who have queries about the compulsory acquisition process, please contact the shareholder information line on 1300 850 505.

The offer

The offer price under DuluxGroup's Offer was $2.05. The Offer comprised: $1.63 in cash from DuluxGroup; and $0.42 of fully franked dividends paid by Alesco (comprised of the 15 cents per share of fully franked dividends paid on 7 September 2012 and an additional fully franked dividend of 27 cents per share paid on 19 December 2012). 

 

Australian Tax Office ruling on franking credits

On 8 January 2013, Alesco and DuluxGroup announced that the Australian Tax Office(ATO) had published a Class Ruling in relation to the income tax implications of the 7 September Final and Special dividends (totalling 15 cents) and the 19 December Additional dividend of 27 cents paid by Alesco to its shareholders in connection with DuluxGroup's takeover offer.

In brief the Ruling states that:


  • Alesco shareholders who were paid the Final and Special dividends by Alesco on 7 September 2012 and/or the Additional Dividend on 19 December 2012 will be enititled to the franking credits attached to those dividends and the associated tax offset provided shareholders held the relevant Alesco shares (or interest in the shares) at risk for a continuous period of at least 45 days (excluding the days of purchase or disposal of those Alesco shares or interests);
  • the Commissioner of Taxation will not make a determiniation under the franking credit streaming provision of the Income Tax Assessment Act 1997 or under the franking benefit scheme provision of the Income Tax Assessment Act of 1936 to deny any franking benefits on the dividends paid; and
  • the capital proceeds in respect of each Alesco share will not include the Final, Special or Additional Dividends, such that the capital proceeds received by an Alesco shareholder in respect of each Alesco share pursuant to the Offer, whether they accept the Offer or have their shares compulsorily acquired, will be $1.63 per share.
      Alesco shareholders should review the full Class Ruling here or on the ATO website under the reference CR 2012/122. Further, the Australian tax treatment may vary according to individual circumstances, and each Alesco shareholder should seek their own tax advice that is specific to their particular circumstances.