John Bridgeman Limited (NSX:JBL) entered into a non-binding letter of intent to acquire the remaining 99.8% stake in Benjamin Hornigold Limited (ASX:BHD) on September 5, 2018. John Bridgeman Limited signed a bid implementation agreement to acquire the remaining 99.8% stake in Benjamin Hornigold Limited on September 9, 2018. Under the terms, John Bridgeman Limited intends to make an off-market takeover bid to acquire all of the issued shares and options in Benjamin Hornigold Limited not already owned by John Bridgeman Limited. As consideration, Benjamin Hornigold shareholders will receive 0.65 John Bridgeman shares for each Benjamin Hornigold share and 0.5 John Bridgeman options for each Benjamin Hornigold option. In a related transaction, John Bridgeman Limited signed a bid implementation agreement to acquire the remaining 89.7% stake in Henry Morgan Limited on September 10, 2018. John Bridgeman Limited and Benjamin Hornigold Limited entered into exclusivity period with provisions like no-talk, no-shop, limitation to no-talk etc. John Bridgeman Limited intends to replace all the Directors of Benjamin Hornigold Limited with its nominees.

The offer is subject to a limited number of conditions, including a 50.1% acceptance condition, satisfactory completion of due diligence, obtaining of regulatory approvals, third party consents, exercise, cancellation or transfer of Benjamin Hornigold options to John Bridgeman Limited before the end of the offer period or such options are the subject of agreements entered into between John Bridgeman Limited and the relevant option holder that will cause options to be cancelled or transferred to John Bridgeman Limited, approval from shareholders of John Bridgeman Limited and other customary conditions. Benjamin Hornigold's Board appointed a sub-committee to consider the transaction. On September 9, 2018, Benjamin Hornigold's Board sub-committee approved to enter into a bid implementation agreement with John Bridgeman Limited. On September 10, 2018, the independent Directors of Benjamin Hornigold Limited stated they will recommend the offer to Benjamin Hornigold shareholders only in the absence of a superior proposal and based on the advice of an independent expert engaged by them to consider the fairness and reasonableness of the offer. Benjamin Hornigold Limited's voting Directors recommended that shareholders take no action in relation to the offer. All members of Benjamin Hornigold Limited's Board intend to accept the offer. As of December 6, 2018, the Directors of Benjamin Hornigold Limited recommended the shareholders to accept the offer in the absence of a superior proposal. The independent expert appointed by independent Board committee of Benjamin Hornigold Limited concluded that the offer is reasonable for security holders not associated with John Bridgeman Limited. John Bridgeman Limited intends to exercise the power to compulsorily acquire 10% stake if it reaches the 90% threshold in the future, and may apply to court for approval of the acquisition of Benjamin Hornigold Limited shares subject to the compulsory acquisition notice. As of December 24, 2018, the transaction was approved by the shareholders of John Bridgeman Limited and John Bridgeman decided to free the offer from all defeating conditions (including minimum acceptance and regulatory approvals). As of December 31, 2018, Australian Government Takeovers Panel ordered John Bridgeman Limited not to take any further steps to process any acceptances received under its bid for Benjamin Hornigold Limited. The interim orders have effect until the earliest of further order of the Panel, determination of the proceedings or 2 months from the date of the interim orders. As of January 7, 2019, condition of minimum acceptance was fulfilled. As of January 24, 2019, the offer became unconditional. On February 14, 2019, Australian Government Takeovers Panel consented to request of Benjamin Hornigold Limited to withdraw its review application.

As announced on February 18, 2019, in accordance with the order of Australian Government Takeovers Panel, all acceptances which have been received to date from shareholders and optionholders in Benjamin Hornigold Limited will be cancelled on February 19, 2019, and any acceptance received after that date, but before the dispatch of a replacement bidder's statement, will also be cancelled at the time it is received by John Bridgeman Limited. Shareholders and optionholders in Benjamin Hornigold Limited who wish to accept the offer will need to submit a new acceptance form. John Bridgeman Limited intends to reintroduce all conditions which were present earlier. Where John Bridgeman Limited elects to do do, its notice dated December 24, 2018 which freed the transaction from defeating conditions, will have no effect. As on February 19, 2019, all acceptance which has been due to date February 8, 2019 has been cancelled.

The offer will be open for a period of one month. The offer will open on November 6, 2018 and close on December 7, 2018. As on November 22, 2018, the offer period was extended to close on January 14, 2019 instead of December 7, 2018. Shareholders and option holders who accept the offer from November 23, 2018, do not have withdrawal right. As of January 7, 2019, offer period was extended to January 28, 2019. As of January 22, 2019, offer period was extended to February 11, 2019. As of February 8, 2019, the offer period is extended until April 1, 2019. On February 18, 2019, offer period was extended to April 15, 2019. Mccullough Robertson Lawyers acted as a legal advisor and Link Market Services Limited acted as share registrar to John Bridgeman Limited. AJ&Co acted as a legal advisor to Benjamin Hornigold Limited. Leadenhall VRG Pty Ltd acted as a fairness opinion provider to Benjamin Hornigold Limited and was paid AUD 0.095 million as fee.

John Bridgeman Limited (NSX:JBL) cancelled the acquisition of remaining 99.8% stake in Benjamin Hornigold Limited (ASX:BHD) on March 5, 2019. The Board of Directors of John Bridgeman Limited has determined not to proceed with the offer.