MIRA INFORM REPORT
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Report Date : |
10.12.2011 |
IDENTIFICATION DETAILS
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Name : |
EXEGO PTY LIMITED |
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Formerly Known As : |
REPCO PTY LIMITED |
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Registered Office : |
362 Wellington Road, Mulgrave, Victoria, Zip/postal code 3170 |
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Country : |
Australia |
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Date of Incorporation : |
29.08.2001 |
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Com. Reg. No.: |
097993283 |
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Legal Form : |
Australian Proprietary Company |
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Line of Business : |
Supplier in the automotive parts and accessories |
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No. of Employees : |
5011 employees |
RATING & COMMENTS
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MIRA’s Rating : |
Ba |
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RATING |
STATUS |
PROPOSED CREDIT LINE |
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41-55 |
Ba |
Overall operation is considered normal. Capable to meet normal
commitments. |
Satisfactory |
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Maximum Credit Limit : |
USD 670,000 |
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Status : |
Satisfactory |
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Payment
Behaviour : |
No Complaints |
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Litigation : |
Clear |
NOTES :
Any query related to this report can be made
on e-mail : infodept@mirainform.com
while quoting report number, name and date.
ECGC Country Risk Classification List – September 30th, 2011
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Country Name |
Previous Rating (30.06.2011) |
Current Rating (30.09.2011) |
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Australia |
a1 |
a1 |
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Risk Category |
ECGC
Classification |
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Insignificant |
A1 |
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Low |
A2 |
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Moderate |
B1 |
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High |
B2 |
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Very High |
C1 |
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Restricted |
C2 |
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Off-credit |
D |
Identification details
Verified Address
Subject name : EXEGO PTY LIMITED
Other style / Business name : REPCO / ASHDOWN INGRAM / MOTOSPECS
Business address : 362 Wellington Road
Town : Mulgrave
Province : Victoria
Zip/postal code : 3170
Country : Australia
Tel : +61 3 95665444
Fax : +61 3 95621193
Email : webenquiries@exego.com.au
Website : www.exego.com.au
Registered address : 362 Wellington Road
Town : Mulgrave
Province : Victoria
Zip/postal code : 3170
Country : Australia
Summary details
Executive Summary
Date founded or registered : 29/08/2001
Legal form : Australian Proprietary Company
Chief executive : John Leonard Moller
Issued & paid up capital : AUD 1
Sales turnover : AUD 1,002,921,000 (Group consolidated 12 months, 30/06/2011)
Line of business : Supplier in the automotive parts and accessories.
Staff employed : 5011 employees (Exego Group)
Credit risk opinion
Company Analysis
Country risk : Country risk is minimal
Operation trend : Operational trend is steady
Management experience : Management is adequately experienced
Financial performance : Group financial performance is good
Organization structure : Organizational structure is stable
Detrimental : No detrimental records found
Payment history : No payment delays noted
Credit amount suggestion : USD 670,000
Credit amount asked : USD 300,000
Statutory details
Registry Data
Registration date : 29/08/2001
Legal form : Australian Proprietary Company
Registration no Australian
Company Number: 097993283
Registered authority : Australian Securities & Investments
Commission
Fiscal/ Tax no : Australian Business Number: 97097993283
Registry status : Live/Active
Previous name : The Subject was established on
29-08-2001 under the name AUTOMOTIVE PARTS GROUP AUSTRALIA LIMITED and changed
its name to AUTOMOTIVE PARTS GROUP LIMITED on 31-08-2001. AUTOMOTIVE PARTS
GROUP LIMITED then changed its name to REPCO LIMITED on 28-11-2002. On
07-06-2007, the Subject converted into a Australian Proprietary Company under
the name REPCO PTY LIMITED. Finally REPCO PTY LIMITED changed its name to the
current style on 12-02-2009.
Change of legal form : None reported.
Management / directors
Key Management
Name : John Leonard Moller
Designation : Managing Director
Name : Cary Damien Laverty
Designation : Chief Financial Officer
Board of directors / other
appointments
Appointments
Name : John
Leonard Moller
Designation : Director
Appointment date : 30/07/07
Address : 388
Beach Road
Beaumaris, VIC 3193
Australia
Biography : Born
on 05-01-1959 in Wagga Wagga, New South Wales, Australia.
Name : Cary Damien Laverty
Designation : Company Secretary
Appointment date : 24/01/07
Address : 167 Miller Street
Fitzroy North, VIC 3068
Australia
Biography : Born on 19-12-1971 in Corryong, Victoria, Australia.
Staff employed : 5011 employees (Exego Group)
Key Advisors
Auditors : ERNST
& YOUNG
120 Collins Street
Melbourne, VIC 3000
Australia
Share capital
Composition
Authorized Capital : AUD 1
No of shares : 1 Ordinary Share
Share par value : AUD 1
Issued capital : AUD 1
Paid up capital : AUD 1
ownership / shareholders
How listed : Full List
Composition
Shareholder name : EXEGO (AUST) HOLDINGS PTY LIMITED
Address : 362 Wellington Road
Mulgrave, VIC 3170
Australia
No. of shares : 1 Ordinary Share
% of shares : 100%
Related companies & corporate Affiliations
Structure
Name : UNITAS CAPITAL PTE. LTD.
Affiliation type : Ultimate Holding Company
Address : St. George's Building, 14th Floor
2 Ice House Street
Central Hong Kong
Comments : Unitas Capital is among Asia’s most
experienced private equity firms, with a focus on buyouts and growth equity
investments into medium-to-large size market leading companies in the branded
consumer, retail and industrial sectors.
- UNITAS CAPITAL was established in 1999
- US$4 billion capital under management
UNITAS CAPITAL History
The Unitas Capital team originally founded J.P. Morgan Partners Asia in 1999 and then became known as CCMP
Capital Asia in 2005 when spun-off from JP Morgan. The firm was rebranded as Unitas Capital in January 2009.
Name : AO II (CAYMAN HOLDINGS) LIMITED
Affiliation type : Superior Holding Company
Address : Cayman Islands
Name : EXEGO ACQUISITION CO PTY LTD
Affiliation type : Holding Company
Address : 362 Wellington Road
Mulgrave VIC 3170
Australia
Name : EXEGO GROUP PTY. LTD
Affiliation type : Intermediate Holding Company
Address : 362 Wellington Road
Mulgrave VIC 3170
Australia
Comments Exego Group Pty. Ltd.
operates as a reseller and supplier of aftermarket automotive parts and
accessories in Australia and New Zealand. It imports and distributes automotive
electrical, fuel injection, air conditioning, and radiators; motorcycle
helmets, clothing, footwear, and accessories; under vehicle and under bonnet
products, including drive train, power steering, engine management, and braking
products, as well as diesel fuel injection parts and equipment; and
engines and
engine components, as well as automotive-related tools and equipment. The
company offers products through a network of stores to trade and retail
customers, including motorcycle retail outlets, automotive electricians, and
air conditioning specialists. Exego Group was formerly known as Repco Group and
changed its name to Exego Group Pty. Ltd. in 2009. The company is based in
Mulgrave, Australia.
Name : EXEGO (AUST) HOLDINGS PTY LIMITED
Affiliation type : Parent Company
Address : 362 Wellington Road
Mulgrave, VIC 3170
Australia
Name : MCLEOD ACCESSORIES PTY LIMITED
Affiliation type : Sister Company
Address : 59 Raubers Road
Northgate, QLD 4013
Australia
Comments : Importer and distributor of motorcycle helmets, clothing, footwear and accessories.
Related companies
and corporate affiliations comments
Other companies of the Unitas Group should be considered affiliates of the Subject.
Bank & mortgages
Bank Details
Name of bank : National Australia Bank Limited
Address : Australia
Account details : Current Account
Comments : It is generally not the policy of local
banks to provide credit status information to non related parties, however
interested parties would be advised to consult first with the Subject if
banker's references are required.
Mortgages
Satisfied Charges:
ASIC Charge Number: 822642
Date Registered: 21-09-2001
Charge type: Both Fixed & Floating
Date Created: 14-09-2001
Chargees Name: ANZ FIDUCIARY SERVICES PTY LTD
ASIC Charge Number: 822772
Date Registered: 21-09-2001
Charge type: Fixed
Date Created: 19-09-2001
Chargees Name: ANZ FIDUCIARY SERVICES PTY LTD
ASIC Charge Number:
822777
Date Registered:
21-09-2001
Charge type: Both
Fixed & Floating
Date Created: 14-09-2001
Chargees Name: ANZ
FIDUCIARY SERVICES PTY LTD
ASIC Charge Number:
822786
Date Registered:
21-09-2001
Charge type: Both
Fixed & Floating
Date Created:
14-09-2001
Chargees Name: ANZ
FIDUCIARY SERVICES PTY LTD
ASIC Charge Number:
822789
Date Registered:
21-09-2001
Charge type: Both
Fixed & Floating
Date Created:
14-09-2001
Chargees Name: ANZ
FIDUCIARY SERVICES PTY LTD
ASIC Charge Number: 822801
Date
Registered: 21-09-2001
Charge
type: Both Fixed & Floating
Date
Created: 14-09-2001
Chargees
Name: ANZ FIDUCIARY SERVICES PTY LTD
ASIC
Charge Number: 889661
Date
Registered: 13-09-2002
Charge
type: Both Fixed & Floating
Date
Created: 14-09-2001
Chargees
Name: ANZ FIDUCIARY SERVICES PTY LTD
ASIC
Charge Number: 889662
Date
Registered: 13-09-2002
Charge
type: Both Fixed & Floating
Date
Created: 14-09-2001
Chargees
Name: ANZ FIDUCIARY SERVICES PTY LTD Unsatisfied Charges:
ASIC
Charge Number: 1459747
Date
Registered: 28-05-2007
Charge
type: Both Fixed & Floating
Date
Created: 07-05-2007
Chargees
Name: BARCLAYS BANK PLC
ASIC Charge Number: 1459751
Date Registered:
28-05-2007
Charge type: Both
Fixed & Floating
Date Created:
07-05-2007
Chargees Name:
BARCLAYS BANK PLC
ASIC Charge Number:
1459752
Date Registered:
28-05-2007
Charge type: Both
Fixed & Floating
Date Created:
07-05-2007
Chargees Name:
BARCLAYS BANK PLC
ASIC Charge Number:
1459755
Date Registered:
28-05-2007
Charge type: Both
Fixed & Floating
Date Created:
07-05-2007
Chargees Name:
BARCLAYS BANK PLC
ASIC Charge Number:
1459758
Date Registered:
28-05-2007
Charge type: Both
Fixed & Floating
Date Created:
07-05-2007
Chargees Name:
BARCLAYS BANK PLC
ASIC Charge Number:
1459759
Date Registered:
28-05-2007
Charge type: Both
Fixed & Floating
Date Created:
07-05-2007
Chargees Name:
BARCLAYS BANK PLC
ASIC Charge Number:
1459761
Date Registered:
28-05-2007
Charge type: Both
Fixed & Floating
Date Created:
07-05-2007
Chargees Name:
BARCLAYS BANK PLC
ASIC Charge
Number: 1468623
Date Registered:
19-06-2007
Charge type: Both
Fixed & Floating
Date Created:
30-05-2007
Chargees Name:
BARCLAYS BANK PLC
ASIC Charge Number:
1468625
Date Registered:
19-06-2007
Charge type: Both
Fixed & Floating
Date Created:
30-05-2007
Chargees Name:
BARCLAYS BANK PLC
Legal Fillings
Bankruptcy fillings : None reported.
Court judgements : JUDGE: Pagone J
WHERE HELD : Melbourne
DATE OF HEARING: 3 November 2010
DATE OF JUDGMENT: 5 November 2010
CASE MAY BE CITED AS: Australian Power Steering Pty Ltd v Exego Pty Ltd
APPEARANCES:
For the Plaintiff - Mr A. Herskope from the firm Anderson
Rice Lawyers
For the Defendant - Mr G. Rakoczy from the firm Lander &
Rogers Solicitors
HIS HONOUR:
1 The
plaintiff’s liquidators have applied for the Court’s approval to compromise the
plaintiff’s cause of action against the defendant. Section 477(2A) of the Corporations Act 2001
(Cth) provides that a liquidator of a company must not compromise debts of
certain amounts except with the approval of the Court.
2 The
principles relevant to the Court’s consideration of whether to approve a
compromise have frequently been stated.
In McPherson’s Law of Company Liquidation, the learned authors state:
Thus, in
determining whether to approve a compromise in relation to an insolvent
company’s affairs, the court’s prime consideration is whether the compromise is
for the benefit of the creditors as a whole.
…
When deciding
whether or not to grant approval under s 477(2A), the court will “pay regard to
the commercial judgment of the liquidator”, though it does not “rubber stamp …
whatever is put forward by the liquidator”. In considering the settlement of
legal proceedings, liquidators are expected to obtain advice from legal
practitioners appropriate to the nature and value of the claims. Where large sums
are involved courts expect liquidators to secure the advice of experienced
counsel. Approval of a compromise can be granted retrospectively by the court,
so that a party to a compromise that is subsequently approved under s 477(2A)
is unable to say that he or she is not bound by it, even though at the time the
compromise was made, no court approval had been secured.
The
role of the Court in considering whether to approve a compromise is not that of
a rubber stamp. The Court must assess for
itself, and be satisfied upon sufficient probative material, that approval to a
compromise should be given. A Court
will, however, place weight and rely upon the liquidator’s commercial judgment
in reaching the compromise and generally
will not interfere with a liquidator’s decision unless there is some lack of
good faith, legal error or real and substantial grounds for doubting the
prudence of the liquidator’s conduct
3 In this case
one of the liquidators has filed an affidavit in support of the application to
approve a settlement of the proceeding against Exego Pty Ltd (“Exego”) for
$150,000. The company’s claim in the
proceeding is for recovery of $847,414.94 comprising amounts owing on unpaid invoices for product sales of
$206,129.01 and unpaid deposit invoices of $641,285.93. These claims are contested by Exego which it also asserted were
extinguished by set off claims against the company in liquidation. The liquidators believe that they are likely
to recover significantly more than $150,000 if the company is successful in its
claim at trial but that the proposed settlement provides a sensible commercial
outcome for a number of reasons.
4 Peter Goodin
and Robyn Erskine are the joint and several liquidators of the plaintiff. Mr Goodin has sworn an affidavit in which he
deposed to the opinion of both liquidators that the proposed settlement
provides a sensible commercial outcome notwithstanding their belief that they
would obtain more if the matter went to trial.
The reasons given by the joint liquidators through Mr Goodin are that:
(a) the
settlement will provide certainty and will remove the risk of an uncertain
outcome;
(b) the
settlement will avoid incurring further significant costs in prosecuting the
proceeding;
(c) the
proceeds of the settlement will provide the liquidators with an amount in hand
from which they can pay out the balance of the company’s legal costs in the
proceeding and the liquidation costs and part of the employee entitlements; (d)
the settlement terms have been negotiated at arm’s length between legally
represented parties;
(e) the
settlement will avoid the need for the liquidators to incur additional costs to
assess the validity and strength of the defendant’s allegations in the amended
defences which, if they were to succeed, would reduce the claim by at least
$171,431 to approximately $676,000;
(f) the
liquidators have been advised by their legal representatives that the case is not
without risk of failure and, as in any litigation, is subject to some degree of
uncertainty; and
(g) there is
uncertainty about the date of trial and how it may be conducted and disposed of
with the possibility that liability and quantum might be determined separately.
There is no
reason to doubt that these are the matters which have been taken into account
personally by the liquidators in reaching their conclusion that a certain sum
of $150,000 now is preferable to pursuing a larger but uncertain sum in the
future. The reasons do not each carry
equal weight but each may have played its part in the decision by two
experienced liquidators in reaching the conclusion which they have.
5 The
liquidators also rely upon a written advice from counsel recommending
settlement upon the basis for which my approval is sought. An order was sought that the advice from
counsel be kept confidential but there
is nothing in the advice which justifies an order for confidentiality in this
case. That advice to the liquidators
recommended acceptance of $150,000 as proper and appropriate to settle the
dispute in much the same terms and upon much the same basis as in Mr Goodin’s
affidavit.
6 It is
appropriate and common for opinions of independent counsel to be given in
evidence to a Court being asked to approve a settlement. In broadly similar circumstances Finkelstein J said in Lopez v
Star World Enterprises Pty Ltd:
With regard to the application
under s 33V, my principal task is to assess whether the compromise is a fair and
reasonable compromise of the claims made on behalf of the group members. I am
not so much concerned with the position of Mr Lopez who, after all, has
solicitors and counsel to advise him as to how his interests will best be
served in the litigation. The group members are not protected in this way. It
is true that any group member may opt out of the proceeding to avoid his or her
rights being affected in any way (whether adversely or beneficially) by the
outcome of this litigation. But, I have no doubt that many members of this
group (and no doubt members of other large groups who are represented in
proceedings in the court) will remain as represented parties (that is not opt
out of the proceeding) without a real appreciation of what that entails. In
particular, it is likely that many group members will not understand that any
judgment given in a representative proceeding will be binding upon them: see s
33ZB. Even if the group members are
provided with a summary of the law relating to matters such as issue estoppel
and res judicata, it is unlikely to be instructive to most of them.
Accordingly,
the task of the court in considering an application under s 33V is indeed an
onerous one especially where the application is not opposed. It is a task in
which the court inevitably must rely heavily on the solicitor retained by, and
counsel who appears for, the applicant to put before it all matters relevant to
the court's consideration of the matter. In this regard there would be few
cases where the court can properly exercise its power under s 33V without
evidence from the solicitor supported by counsel that the proposed compromise
is in the interests of the group members. I appreciate that, on occasion, this
will place the solicitor and counsel in a difficult position. The interests of
their client will not always be coincident with the interests of the members of
the group. But, in my view, that is no more than a necessary consequence of
their client instituting a representative action.
In class
actions the Court may be concerned about compromising the interest of group
members who are not separately represented in the proceeding or in the
settlement negotiations, and in the
case of approval under s 477(2A), the prime consideration for the Court asked
for approval is whether the compromise is for the benefit of the creditors. In each case the Court may have to rely
heavily on the lawyers retained by those seeking the Court’s approval. The Court will need to be informed about
all matters that fairly and relevantly bear upon whether approval should be
given. In that respect, the Court
will be dependent upon the skill, judgment and candour of the lawyer in
identifying for the Court what the Court will need to be informed about for the
Court’s approval to be properly considered.
That, as his Honour pointed out in Lopez, may place the lawyer in a
difficult position because the interest of the lawyer’s client may not always
be coincident with all affected by the compromise for which approval is sought. The creditors have no direct or separate
voice in the application for approval of the settlement and the liquidator
seeking approval and the lawyers giving advice are not disinterested in the
outcome. Indeed it may be that in some
cases it will be the liquidators and their lawyers whose benefit will be more
evident by the proposed compromise than the benefit to other creditors.
7 It is for
such reasons that there should be adequately set out in the opinions relied upon
the basis upon which the Court can see how the creditors will benefit, why the
liquidators seek approval for the benefit of the creditors and why the lawyers
have recommended that the compromise be accepted. The lawyer’s opinion should usually be sufficiently detailed to
enable the Court to see the basis upon which the recommendation was made and,
if need be, for the Court to be able to evaluate whether the recommendation
should be approved. The detail which
needs to be explained to the Court from which approval is sought will vary from
case to case as circumstances, complexity and urgency of decision making
differ. The factors that may bear
upon the Court’s approval are likely to differ greatly from case to case and to
some extent may be unpredictable. In
one case it may be easy to show how the creditors are likely to benefit from a
compromise whilst in another the question of approval may be affected by
significant complexity of the issues involved, the difficulties of forensic
evaluation or the need for rapid decision to seize a fleeting opportunity.
8 In this case
there is a substantial difference between the amount of the claim against Exego
and the amount accepted in settlement.
The claim would not appear to be complex or difficult and the liquidators
believe that they are likely to recover significantly more than $150,000 if the
company is successful in the proceeding. However, notwithstanding their belief,
the liquidators are prepared to accept a substantially lesser amount in what
they consider to be a sensible commercial outcome. They are supported in that view by an opinion to that effect by
counsel who has had the carriage of the proceeding since inception and who has
been involved in its conduct to date.
The task of the Court is not one of deciding whether it would itself
accept the amount but, rather, whether to approve the exercise of judgment made
by the liquidators. The material filed
in this case in support of the application for approval is on the thinner end
of the scale and does not make out a strong case for approval. The opinions and belief expressed by Mr
Goodin (no doubt upon advice) and those expressed by counsel are largely
expressed in general words applicable to all cases without much specific or
detailed application to the particular facts of this case. It is hard to see from the generalised
statements of benefits of compromise why the particular amount in this case is
appropriate and ought to receive the Court’s approval. However, despite some concern about the strength of the
material relied upon in the application for the Court’s approval I have decided
that approval should be given. The amount of the settlement is much smaller
than the amount claimed but it is not insignificant. To pursue a larger claim is likely to incur additional costs
which (if successful) would reduce the net benefit of receipt of a larger
amount. There is also a
recommendation by counsel that the proposed settlement be accepted by the
liquidators. The opinion might not
be as informative or helpful to the Court as it might have been but the Court
can have comfort from the fact that independent and experienced counsel has
recommended the course which experienced liquidators propose to accept. The plaintiff’s case against Exego does not
appear to be complex or particularly difficult to establish but counsel
informed me that there are complex questions of the set off claim that make
success uncertain. Counsel has had the benefit of being fully briefed on the
facts of the case and has had the benefit of considering its factual and legal
strengths and weaknesses. Counsel was mindful of the need to bring to the
Court’s attention in such applications all matters which may affect the Court’s
decision about whether to approve the compromise and, in that regard, of a duty
of candour to the Court. The judgment of the liquidators in this case,
therefore, should be accepted to provide an immediate certainty of a
significant amount which will benefit the creditors notwithstanding that they
forgo the possibility of a larger sum if successful at some point in the
future.
9 Accordingly I
propose to approve the compromise of the debt claimed in the proceeding against
Exego for $150,000 as sought by the liquidator.
Tax liens :
None reported.
Others :
None reported.
financial data
Description
Source of financial statement : External
Sources
Financial statement date : 30/06/11
Type of accounts : Key figures
Currency : Australia Dollar (AUD)
Exchange rate : 1 USD = AUD 0.97 as of 07-12-2011
Summarized Financial Information
Consolidation type : Group Consolidated
Currency : Australia Dollar (AUD)
Denomination : (x1) One
Date of financial year end: 30/06/11
Length of accounts : 12 months
Sale turnover / Income : 1,002,921,000
Comments : The group’s consolidated financial
figure above relates to the Exego Group full operation in Australia.
The Subject is
classified as a small proprietary company by the Australian Securities &
Investments Commission hence is not required to disclose their financial
statement.
A proprietary
company is defined as small for a financial year if it satisfies at least two
of the following:
- The
consolidated revenue for the financial year of the company and any entities it
controls is less than $25 million;
-The value of
the consolidated gross assets at the end of the financial year of the company
and any entities it controls is less than $12.5 million, and
-The company
and any entities it controls have fewer than 50 employees at the end of the
financial year.
The Subject
meets all criteria to disclose their financial information however is still
exempted by the Authority.
Operation details
Main activities : The Subject engages in distribution of
automotive aftermarket parts and accessories.
The Subject is
part of Exego Group. Exego Group operates under four main business units:
Repco Group -
Repco markets and distributes automotive parts and accessories across Australia
and New Zealand to both trade and retail customers via approximately 400
stores.
Ashdown-Ingram
- Ashdown-Ingram supplies automotive electrical, lighting, radiators and air
conditioning products, primarily to automotive electricians and air
conditioning specialists via its 44 store network across Australia and New
Zealand.
McLeod
Accessories - McLeod Accessories imports motorcycle helmets, clothing, footwear
and equipment and on-sells to motorcycle retail outlets.
Motospecs -
Motospecs imports and distributes aftermarket automotive parts including:
drivetrain, power steering, engine management and braking parts. Motospecs has
eight reseller branches in Australia and New Zealand. Pioneer Autoparts is
Motospecs' New Zealand outlet, offering V8 engine parts, automotive
consumables, performance products and motorsport.
Purchases
International : Worldwide
Sales
Local : Yes
International : New Zealand
Key events : 26 September 2011
Genuine Parts Company Invests in Leading Aftermarket
Distributor in
Australasia
ATLANTA, Sept. 26,
2011 /PRNewswire/ -- Genuine Parts Company (NYSE: GPC) and the Exego Group
("Exego") announced today that they have entered into a definitive
strategic agreement whereby Exego will issue new shares to Genuine Parts
Company, representing a 30% stake in Exego for approximately $150 million (US$)
in cash. Exego, headquartered in
Melbourne, Australia, is a leading aftermarket distributor of automotive
replacement parts and accessories in Australasia, with annual revenues of
approximately $1 billion (US$) and a company-owned store footprint of more than
430 locations across Australia and New Zealand.
Subject to regulatory approvals, the effective date of the investment is
expected to be on or around December 1, 2011.
Genuine Parts
Company will have the option to acquire the remaining shares of the Exego Group
at a later date, subject to Exego meeting certain earnings thresholds.
Thomas C.
Gallagher, Chairman, President and Chief Executive Officer of Genuine Parts
Company, stated, "With this investment, Genuine Parts is well positioned
to participate in the significant long-term growth opportunities in the
Australasian aftermarket and the potential for targeted growth in Asia. Utilizing an initial minority investment
in Exego, we are able to align ourselves with a company that has a leading
market position and a long and successful history approaching almost 90 years
in the automotive business. Exego is a familiar partner to us, as we have had
the benefit of an informal relationship with their team for the last twenty
years. The structure of this
agreement will truly benefit our shareholders over the long-term and allow us
to participate in one of the fastest growing automotive aftermarkets in the
world in a disciplined manner."
The Exego Group
Managing Director, John Moller, said, "We have built a long-standing
relationship with GPC and its NAPA group over the past twenty years and we are
excited about the expertise and experience we can share between our businesses. NAPA's broad range of automotive products and
strong focus on providing value to its customers align very well with the Exego
Group. Genuine Parts Company is a
natural long-term owner with a commitment to growth in this industry, and we
intend to use the injected funds to pursue this objective."
About Genuine
Parts Company
Genuine Parts Company is a distributor of automotive replacement parts in the U.S., Canada and Mexico. The Company also distributes industrial replacement parts in the U.S. and Canada through its Motion Industries subsidiary. S.P. Richards Company, the Office Products Group, distributes business products nationwide in the U.S. and Canada. The Electrical/Electronic Group, EIS, Inc., distributes electrical and electronic components throughout the U.S., Canada and Mexico. Genuine Parts Company had 2010 revenues of $11.2 billion.
About Exego Group
Exego Group is the largest automotive aftermarket parts supplier in Australia and New Zealand; reselling and distributing automotive replacement parts, accessories, and related automotive tools and equipment through a network of more than 430 stores and a team of more than 3,800 dedicated staff. The company services both commercial and retail customers (commercial revenue represents about 66% of total revenue).
Exego Group can trace its origins back to 1922. Its predecessor businesses first began supplying automotive parts and equipment to trade customers in 1926 and entered the New Zealand market in the early 1980s. With over 80 years of operational experience, Exego Group brands are synonymous with automotive aftermarket products and have a high level of brand recognition amongst its commercial and retail customers in Australia and New Zealand, with more than 175,000 SKUs in its product range and more than 36,000 commercial customers. Due to its market leadership and scale, Exego Group has underlying competitive advantages in branding, procurement (buying power) and logistics.
December 11, 2006
CCMP CAPITAL ASIA OFFERS $1.75 FOR REPCO SHARES
CCMP Capital Asia (CCMPA) has today entered into an Implementation Deed with Repco Corporation Limited (Repco), pursuant to which funds managed by CCMPA (CCMPA Funds) intend to acquire for cash all of the shares in Repco at a price of $1.75 per share.
CCMP Funds- special-purpose company, CCMP Acquisition Co. Pty Ltd, proposes to acquire the shares by means of a Scheme of Arrangement requiring the approval of the Court and Repco's shareholders.
CCMPA partner, Mr Stephen King said: "The offer represents a significant premium and in our view is the most certain way for shareholders to realise value in the business. Repco faces a number of challenges which we believe are best tackled under private ownership. We are aiming to give the company the focus, patience and additional investment required to recapture its long-term potential".
CCMPA believes the offer is highly attractive to Repco shareholders, representing a premium of:
- 32.6% to Repco's closing share price of $1.32 on 6 December, 2006 (being the date prior to takeover speculation concerning the company);
- 32.6% to the volume weighted average price of Repco's shares from and including 28 August 2006 (being the date Repco released its results for the year ending 30 June 2006) up to and including 6 December 2006.
The proposed consideration values Repco, on an enterprise value basis, atapproximately $570 million (based on Repco's net debt position as at 30
September 2006) which equates to 8.6x normalized earnings before interest, tax, depreciation and amortisation for the year ending 30 June
2006.
About CCMPA
CCMPA, formerly known as JP Morgan Partners Asia, is one of the largest and most experienced financial sponsors in Asia, and also one of the most active funds in the Australian market. CCMPA's first fund, the US$1.1
billion Asia Opportunity Fund ("AOF I"), was closed in 2000 and was one of the first pan-Asia leveraged buyout oriented investment funds raised for the region. The Asia Opportunity Fund II ("AOF II") was closed in August of
2005 at US$1.6 billion.
CCMPA has invested in 23 companies in the Asia-Pacific region to date, with total transaction value of over US$10 billion. The commitments are spread across Asia in CCMPA's focus markets of Australia, Japan, Korea, Greater China, and Singapore.
Further information can be found at www.ccmpasia.com CCMPA has engaged Citigroup Corporate and Investment Bank as financial advisor and Baker & McKenzie as legal advisor.
Property & Assets
Premises : The Subject operates from premises
located at the verified heading address consisting of administrative office and
warehouse.
Branches : In addition, the group operates from a
network of over 435 locations throughout Australia and New Zealand.
Summarized country risk
Central bank : Reserve Bank of Australia
Reserve of foreign exchange & gold : US$ 41.385 billion
Gross domestic product – GDP : US$ 1.235 trillion
GPP (Purchasing power parity) : 918.529 billion of International dollars
GDP per capita - current prices : US$ 55,590
GDP - composition by sector : agriculture: 4.1% industry: 26% services: 70%
Inflation : 2008: 4.4%
2009: 1.8%
2010: 2.8%
Unemployment rate 2008: 4.2 %
2009: 5.6 %
2007:5.2 %
Public debt
(General Government gross
debt as a % GDP) 2008: 11.6%
2009: 17.6%
2010: 22.3 %
Government bond
ratings Standard
& Poor's: AAA-/Stable/A-1+
Moody's rating: Aaa
Moody's outlook: STA
Market value of publicly traded shares US$ 1.258 trillion
Largest
companies in the country : Commonwealth Bank (Banking), BHP
Billiton (Materials), Westpac Banking Group (Banking), Rio Tinto (Materials),
National Australia Bank (Banking), ANZ Banking (Banking), Telstra
(Telecommunications)
Trade & Competitiveness Overview
Total exports US$210.7
billion
Exports commodities coal,
iron ore, gold, meat, wool, alumina, wheat
Total imports US$187.2
billion
Imports commodities machinery and
transport equipment, computers and office machines, telecommunication equipment
and parts, crude oil and petroleum products
Export - major partners Japan 18.9%, China 14.2%, South Korea 8%, US 6%, NZ 5.6%, India
5.5%, UK 4.2%
Import - major partners China 15.5%, US 12.8%, Japan 9.6%, Singapore 5.6%, Germany
5.2%, UK 4.3%, Thailand 4.2%
FDI Inflows 2007: US$45,477 million
2008: US$46,722 million
2009: US$22,572 million
FDI Outflows 2007: US$16,822 million
2008: US$32,819 million
2009: US$ 18,426 million
Best countries for doing business : 10
out of 183 countries
Global competitiveness ranking : 16
(ranking by country on a basis of 133, the first is the best)
Country and Population Overview
Total population :
22.23 million
Total area :
7,692,024 km2
Capital : Canberra
Currency : Australian Dollars (AUD)
Internet
users as % of total population
: 74.00%
Payment history
Purchase Term
Local : Prepayment, D/P, Credit up to 90 days
International : L/C, D/P, Credit up to 90 days
Sales Term
Local : Cash, Credit card, Bank transfer, D/P,
Credit up to 90 days
International : Prepayment, D/P, Credit up to 90 days
Trade Reference/ Payment Behaviour
Comments : As local and international trade references
were not supplied, the Subject's payment track record history cannot be
appropriately determined but based on our research, payments are believed to be
met without delay.
Investigation Note
Sources : Interviews and material provided by the
Subject
: Other
official and local business sources
FOREIGN EXCHANGE RATES
|
Currency |
Unit
|
Indian Rupees |
|
US Dollar |
1 |
Rs.52.23 |
|
UK Pound |
1 |
Rs.81.55 |
|
Euro |
1 |
Rs.69.60 |
RATING EXPLANATIONS
|
RATING |
STATUS |
PROPOSED CREDIT LINE |
|
|
>86 |
Aaa |
Possesses an extremely sound financial base with the strongest
capability for timely payment of interest and principal sums |
Unlimited |
|
71-85 |
Aa |
Possesses adequate working capital. No caution needed for credit transaction.
It has above average (strong) capability for payment of interest and
principal sums |
Large |
|
56-70 |
A |
Financial & operational base are regarded healthy. General unfavourable
factors will not cause fatal effect. Satisfactory capability for payment of
interest and principal sums |
Fairly Large |
|
41-55 |
Ba |
Overall operation is considered normal. Capable to meet normal
commitments. |
Satisfactory |
|
26-40 |
B |
Capability to overcome financial difficulties seems comparatively
below average. |
Small |
|
11-25 |
Ca |
Adverse factors are apparent. Repayment of interest and principal sums
in default or expected to be in default upon maturity |
Limited with full
security |
|
<10 |
C |
Absolute credit risk exists. Caution needed to be exercised |
Credit not
recommended |
|
---- |
NB |
New Business |
---- |
This score serves as a reference to assess SC’s credit risk and
to set the amount of credit to be extended. It is calculated from a composite
of weighted scores obtained from each of the major sections of this report. The
assessed factors and their relative weights (as indicated through %) are as
follows:
Financial
condition (40%) Ownership
background (20%) Payment
record (10%)
Credit history
(10%) Market trend
(10%) Operational
size (10%)
This report is issued at your request without any
risk and responsibility on the part of MIRA INFORM PRIVATE LIMITED (MIPL)
or its officials.