Acquisition by Nippon Paint Holdings Co., Ltd.
On 21 August 2019 a Scheme of Arrangement was implemented under which Nippon Paint Holdings Co., Ltd. ('Nippon Paint') acquired 100% of DuluxGroup shares. As a result, DuluxGroup Shares were removed from the Australian Securities Exchange (ASX)
ASIC grants DuluxGroup and certain of its subsidiaries relief
ASIC has granted DuluxGroup Limited ACN 133 404 065 (DGL) and each of the subsidiaries listed below (together, the DuluxGroup) relief in order to facilitate the synchronising of its financial year end with its foreign parent, Nippon Paint Holdings Co., Ltd (Nippon Paint).
The DuluxGroup has been granted relief from the requirement to comply with section 323D(2)(b) of the Corporations Act which requires the financial year of a company to be 12 months long. The ASIC relief will allow the DuluxGroup to have a 15 month “transitional” financial year from 1 October 2018 to 31 December 2019. Following this transitional financial year, “regular” 12-month financial years will commence from 1 January 2020 and for each year thereafter (synchronised with other entities in the Nippon Paint group of companies).
In addition to DGL, each of the subsidiaries listed below have also sought similar ASIC relief.
Each of the entities in the DuluxGroup have now changed their financial year end from 30 September to 312 December and now align with the financial year end of Nippon Paint. This change will facilitate corporate reporting within the Nippon Paint group of companies.
As a result of the relief, a consolidated audited financial report for DGL and its relevant consolidated entities will be prepared in accordance with Part 2M.3 of the Corporations Act and lodged with ASIC in respect of the transitional financial year from 1 October 2018 to 31 December 2019.
Entities that ASIC relief applies to:
DuluxGroup Limited ACN 133 404 065
Alesco Corporation Pty Ltd ACN 008 666 064
Automatic Technology (Australia) Pty Ltd ACN 007 125 368
B&D Australia Pty Ltd ACN 010 473 971
Concrete Technologies Pty Ltd ACN 105 358 049
DuluxGroup (Australia) Pty Ltd ACN 000 049 427
DuluxGroup (Employee Share Plans) Pty Ltd ACN 144 549 646
DuluxGroup (Finance) Pty Ltd ACN 133 404 163
DuluxGroup (Investments) Pty Ltd ACN 133 404 216
DuluxGroup (New Zealand) Pty Ltd ACN 133 404 118
DuluxGroup (Nominees) Pty Ltd ACN 156 611 540
Dulux Holdings Pty Ltd ACN 004 078 095
Lincoln Sentry Group Pty Ltd ACN 010 624 389
Parchem Construction Supplies Pty Ltd ACN 069 961 968
Pargone Pty Ltd ACN 004 364 710
Background to the Acquisition by Nippon Paint
On 17 April 2019 DuluxGroup Limited announced that it had entered into a Scheme Implementation Deed with Nippon Paint Holdings Co., Ltd. ('Nippon Paint') under which Nippon proposes to acquire 100% of DuluxGroup shares.
At a Scheme Meeting on 31 July 2019, the resolution to approve the Scheme was approved by the requisite majorities of DuluxGroup shareholders. A webcast of the Scheme Meeting is available. here
Federal Court approves the Scheme
The Federal Court of Australia approved the Scheme at a hearing on 6 August 2019.
Scheme Consideration paid on 21 August 2019
DuluxGroup shareholders on the share register on the Scheme Record Date (being 7:00pm (AEST) on 14 August 2019) were paid the Scheme Consideration of $9.37 per DuluxGroup share by Nippon on 21 August 2019.
DuluxGroup Shares acquired as a result of Orica Demerger Scheme of Arrangement
DuluxGroup shareholders who acquired DuluxGroup Shares as a result of the Scheme of Arrangement to demerge DuluxGroup from Orica can find more information regarding share acquisition cost base and related taxation information at www.Orica.com
Time and Date
|First court hearing
||14 June 2019
|Scheme Booklet sent to shareholders
||21 June 2019
|Last date for proxy forms
||2:00pm on 29 July 2019
|Eligibility to vote
||7:00pm on 29 July 2019
||2:00pm on 31 July 2019
|Second Court Hearing
||10.15am on 6 August 2019
||6 August 2019
|Scheme Record Date
||14 August 2019
||21 August 2019