Cromwell Responds to ARA aggregation

10 December 2019

Cromwell have responded to ARA's moves at their recent Board meeting by appealing to the Takeover Panel to seek orders against ARA for not disclosing aggregated interests of over 35%.


As at 4 December 201 Cromwell securities were held by ARA Real Estate Investors XXI Pte Ltd and related entities (23.66%), Ms Jialei Tang (3.88%), Senz Holdings Limited (0.31%), and people and companies connected to Mr Gordon Tang (8%).


Cromwell submits that the above parties are associated and consequently hold a combined, but undisclosed, relevant interest and voting power of up to 35.85% in Cromwell.


Cromwell submits to Takeover Panel (among other things) that, as a result, the associates in various combinations have not complied with the substantial holder notice provisions, and have breached the takeovers threshold, and that unacceptable circumstances exist in relation to Cromwell.


Cromwell seeks final orders (in summary) including that:

  • sufficient holdings of the associates vest in ASIC for sale to reduce their combined voting power to 20% or below
  • none of the associates (or their associates) acquire securities in Cromwell for 12 months, and thereafter for section 611 item 9 purposes not take into account any relevant interest or voting power of securities that were vested in ASIC and
  • corrective substantial holding disclosure be made


A sitting Panel has not been appointed at this stage and no decision has been mad whether to the Takeovers Panel will conduct proceedings, however the action heightens the tension that exists between Cromwell and its largest shareholder ARA.