Dorchester Pacific Limited (NZSE:DPC) made an offer to acquire the remaining 80.15% stake in Turners Auctions Ltd. (NZSE:TUA) from a group of investors for NZD 65.8 million on July 28, 2014. Dorchester will offer Turners' shareholders cash consideration of NZD 3 per share or 2 year 9% interest bearing convertible notes to be issues by Dorchester with an option to convert to Dorchester ordinary shares or Dorchester ordinary shares, with a guaranteed allocation of up to 60% of the consideration due to accepting Turners shareholders, pro-rata thereafter or any combination of cash or convertible notes or Dorchester ordinary shares, subject to the limitations on Dorchester ordinary shares. The Dorchester shares are being offered at NZD 0.25 per share, at a ratio of 12 Dorchester shares for each Turners share. The maximum share issue is NZD 39.5 million. The maximum number of Bonds to be issued under the offer will be 55 million. The acquisition id funded by Equity, New capital raised, bond issued and bank borrowings. The current chairman of Turner, Michael Dossor has been invited to join the Dorchester Board.

Bartel has agreed to accept a combination of 60% Dorchester ordinary shares and 40% convertible notes, as consideration conditional on the takeover proceedings. The deal will be funded from a combination of a share placement, the issue of convertible notes and some bank funding. Dorchester expects to raise between NZD 25 million and NZD 27.5 million at NZD 0.25 per share through the issue of Dorchester shares to Turner shareholders, including Bartel and a placement and issue around NZD 15 million of convertible notes, issue of fully paid ordinary shares, issue of 2 year fixed rate secured convertible bonds, allotment or reclassification of ordinary shares as nonvoting shares is approved for all purposes, including for the purposes of NZX Main Board. Dorchester has arranged acquisition debt funding facilities of NZD 39.55 million, and secured additional cash resources of NZD 10 million from the planned placement of shares to selected existing major shareholders in Dorchester. As of September 18, 2014, it was announced that the offer provides options for each Turners shareholder to receive a mix of cash, 9% interest bearing convertible bonds, and Dorchester ordinary shares.

The investor group comprises of New Zealand Permanent Trustees Limited, Independent Trustees (Tauranga) Limited, Evans Pennell Trustees Limited, Ace Finance Limited, Accident Compensation Corporation, Bartel Holdings Limited, Glenn Arthur Duncraft, Russell Gresby Hambling & John Anthony Hambling, Donald Athelstan Currey, Finn Brogger Jorgensen, Neville Kingsley Peters, Daphne Elizabeth Peters, Blair Robinson, Stephen James Turner, Catherine Miriam Turner, Donald Harvey Turner, Keith Stuart Jeffery, Pongarauhine Jeffery, Margaret Ann Goldsmith, Pongarauhine Jeffery, Keith Stuart Jeffery, Donald Ralph Missen, John Anthony Hambling, Iris Joy Hambling, Michael Anthony Aurelius Evans, David Hugh Paget Walpole, Erica Julia Walpole, Bruce David Turner and other shareholders. On August 26, 2014, Dorchester Pacific Limited gave Turners Group NZ a notice that the record date for the purpose of the offer is September 15, 2014. On September 18, 2014 Dorchester Turners Limited subsidiary of Dorchester Pacific Limited plans to make a full takeover offer for Turners Auctions Ltd. This related offer is not expected to have a material impact on the control of Dorchester Turners Limited.

The independent of Committee of Board of Turners recommend the shareholders tp accept the offer. The offer is not conditional upon Dorchester achieving a particular threshold of acceptances, other than achieving 50.1% control as required by the Takeover Code. Dorchester's major shareholders have indicated an interest in participating in both the share placement and the Convertible Notes issuance. Dorchester expects the offer to be earnings per share accretive for Dorchester. If Dorchester receives acceptances of less than 50% of the shares in Turners the offer will lapse and no shares will be acquired by Dorchester. As of August 3, 2014, Dorchester had a "lock up" agreement with a major shareholder, which agreed to sell its 20.8% stake to Dorchester. As of August 26, 2014 Dorchester Pacific Limited intends to make the offer on September 18, 2014 and to close on October 17, 2014. Dorchester Pacific reported as on September 23, 2014, the total number of acceptances has increased from more than 1% of the total issued share capital of Turners. The total acceptances are 5.8 million comprising of 21.3 million of the total issued share capital. As on October 8, 2014, the transaction remains subject to conditions. As on October 3, 2014, Dorchester Pacific Limited announces that acceptances have now been received by the share registry which, taken together with shares already held, represent 50.24% of the shareholding in Turners Group NZ Limited. This satisfies the condition of the takeover offer of receiving acceptances to take Dorchester's interest to over 50%. The offer to Turners shareholders closes on October 17, 2014, unless extended by Dorchester or the Takeovers Panel in accordance with the Takeovers Code. The offer to Dorchester shareholders closes on October 21, 2014.

As of October 7, 2014, Dorchester Pacific Limited received acceptances for 10.3 million ordinary shares comprising 37.78% stake in Turners Auctions Ltd. Dorchester Pacific Limited now holds 57.63% stake in Turners Auctions Ltd. As of October 17, 2014, Dorchester Pacific Limited received acceptances from independent committee of Turners Group, together with share it's already owned, represents more than 86.8% of Turners Group shares. Acceptance to date, including Bartel Holding, the consideration has been taken up as cash 49%, and remaining 24% share and 27% bond of Dorchester Pacific Limited and offer closing date extended to November 7, 2014. As of October 25, 2014, the offer has become unconditional in all aspects. As on October 29, 2014, as a result of acceptances to the offer, Dorchester Pacific holds 90% of the voting rights in Turners Group NZ Limited. Dorchester issued a compulsory acquisition notice to shareholders of Turners Group NZ Limited on October 31, 2014, whereby the shareholders who have not tendered their shares to Dorchester have until November 24, 2014, the right to elect the form of consideration otherwise the consideration will be paid at the choice of Dorchester.

KPMG acted as accountant to KPMG New Zealand. Grant Samuel & Associates Ltd. acted as financial advisor for the Board of Turners Auctions. Chapman Tripp acted as legal advisor for Dorchester Pacific Limited. Karyn Arkell of Karyn Arkell & Associates acted as PR Agent for Dorchester. Campbell MacPherson was engaged by Dorchester Pacific to prepare an Independent Appraisal Report for Dorchester shareholders.