EQT Infrastructure IV Scheme Implementation Agreement with Metlifecare
On 29 December 2019 Asia Pacific Village Group Limited (“APVG”), an entity owned by EQT Infrastructure IV fund (“EQT Infrastructure IV”) entered into a Scheme Implementation Agreement (“SIA”) with Metlifecare Limited (“Metlifecare”), to acquire 100 percent of Metlifecare shares by way of a scheme of arrangement (the “Scheme”).
The SIA is subject to a number of conditions, including that no material adverse change and/or prescribed occurrence occurs prior to the implementation date of the Scheme.
The coronavirus COVID-19 pandemic, and its emergence and spread (“COVID-19”) in New Zealand and the consequences for Metlifecare and for the Scheme has been carefully considered by APVG and EQT Fund Management S.à r.l. acting in its capacity as manager (gérant) of EQT Infrastructure IV.
On 7 April 2020, APVG issued a notice to Metlifecare that it intends to terminate the SIA due to circumstances having arisen which APVG considers permit it to terminate the SIA. Those circumstances are:
- COVID-19 has reduced or is reasonably likely to reduce Metlifecare’s consolidated net tangible assets by at least NZD 100 million; and /or
- COVID-19 is reasonably likely to reduce Metlifecare’s consolidated underlying net profits by at least 10 percent in FY20, FY21, and/or future years; and/or
- Metlifecare has failed to comply with its obligations under the SIA to carry on the business of Metlifecare in the ordinary course and in the same manner as conducted in the 12 months prior to the date the SIA was signed (29 December 2019), and not to enter into arrangements outside of the ordinary course of business with such failures to comply (i) not being covered by any exceptions in the SIA; and (ii) being material to Metlifecare group taken as a whole.
APVG does not consider that the relevant circumstances are capable of remedy and, assuming they are not in fact remedied within 10 business days, APVG intends to terminate the SIA within the following 5 business days.
APVG and EQT Fund Management S.à r.l. acting in its capacity as manager (gérant) of EQT Infrastructure IV have therefore, after careful consideration, concluded that:
- APVG is permitted to terminate the SIA due to the negative impacts of COVID-19 on Metlifecare; and
- on that basis, APVG intends to terminate the SIA, including in order for EQT Fund Management S.à r.l. acting in its capacity as manager (gérant) of EQT Infrastructure IV to discharge duties owed to investors in EQT Infrastructure IV.
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EQT is a differentiated global investment organizationwith more than EUR 62 billion in raised capital and around EUR 40 billion in assets under management across 19 active funds. EQT funds have portfolio companies in Europe, Asia and the US with total sales of more than EUR 27 billion and approximately 159,000 employees. EQT works with portfolio companies to achieve sustainable growth, operational excellence and market leadership.
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Metlifecare is a leading New Zealand owner and operator of retirement villages, providing rewarding lifestyles and outstanding care to more than 5,600 New Zealanders. Established in 1984, it currently owns and operates a portfolio of 25 villages in areas with strong local economies, supportive demographics and high median house prices, located predominantly in New Zealand’s upper North Island.
More info: www.metlifecare.co.nz