General Statement of Beneficial Ownership — Schedule 13D Filing Table of Contents
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2: EX-99.1 Option Deed HTML 131K
3: EX-99.3 Joint Filing Agreement HTML 14K
SC 13D — General Statement of Beneficial Ownership
Paul Evans
Ironbridge Capital Pty Limited
Level 33, 88 Phillip Street
Sydney, New South Wales 2000
Australia.
011-61-2-9250-8700
Copy to:
Michael J. Fieweger,
Esq. Baker &
McKenzie LLP 130 East Randolph Drive Suite 3500 Chicago, Illinois60601 (312)861-8000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
August 10, 2005
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
Name of Reporting Person: Ironbridge Capital Holdings Pty Limited
I.R.S. Identification Nos. of above persons (entities only):
2.
Check the Appropriate Box if a Member of a Group (See Instructions):
(a)
o
(b)
þ
3.
SEC Use Only:
4.
Source of Funds (See Instructions): OO
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
6.
Citizenship or Place of Organization: Victoria, Australia
Number of Shares Beneficially Owned by
Each Reporting Person With
7.
Sole Voting Power:
8.
Shared Voting Power: 933,750
9.
Sole Dispositive Power:
10.
Shared Dispositive Power: 933,750
11.
Aggregate Amount Beneficially Owned by Each Reporting Person: 933,750
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
13.
Percent of Class Represented by Amount in Row (11): 19.9%
14.
Type of Reporting Person (See Instructions): CO
ITEM 1.
SECURITY AND ISSUER.
The class of securities to which this Statement relates are the ordinary shares, no par value,
(the “Ordinary Shares”) of Barbeques Galore Limited, a corporation incorporated in the
Australian Capital Territory, Australia (the “Company”). The principal executive office of
the Company is located at Building A2, Campus Business Park, 350-374 Parramatta Road, Homebush,
Sydney, NSW 2144 Australia.
ITEM 2.
IDENTITY AND BACKGROUND.
(a)
This statement is being jointly filed by each of the following persons pursuant to Rule
13d-1(k) promulgated by the Securities and Exchange Commission (the “SEC”) pursuant to
Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”):
(i)
BBG Australia Pty Limited (“BBG Australia”), a private limited
company incorporated under the laws of Victoria, Australia by virtue of its deemed
beneficial ownership of 933,750 Ordinary Shares of the Company;
(ii)
BBG Holdings Pty Limited (“BBG Holdings”), a private limited company
incorporated under the laws of Victoria, Australia, by virtue of its being the sole
shareholder of BBG Australia;
(iii)
Ironbridge Capital Pty Limited (“Ironbridge”), a private limited
company incorporated under the laws of Victoria, Australia, by virtue of its being the
sole shareholder of BBG Holdings; and
(iv)
Ironbridge Capital Holdings Pty Limited (“Ironbridge Holdings”), a
private limited company incorporated under the laws of Victoria, Australia, by virtue
of its being the sole shareholder of Ironbridge;
all of whom are collectively referred to as the “Reporting Persons”. The Reporting
Persons have entered into a Joint Filing Agreement dated August 18, 2005.
Pursuant to Rule 13d-4 of the Exchange Act, the Reporting Persons expressly declare that
the filing of this statement shall not be construed as an admission that any such person
is, for purposes of Section 13(d) and/or Section 13(g) of the Exchange Act or otherwise,
the beneficial owner of any securities covered by this statement held by any other person.
(b) The address of the principal business office of each of BBG Australia, BBG Holdings, Ironbridge
and Ironbridge Holdings is Level 33, 88 Phillip Street, Sydney, New South Wales 2000, Australia.
(c) BBG Australia and BBG Holdings are newly formed entities that will be used to effect the
acquisition of the Company. Ironbridge is engaged primarily in the business of managing and
advising private equity investment funds engaged in the business making and managing private equity
investments. Ironbridge Holdings is the holding company for Ironbridge.
(d) None of the Reporting Persons or, to the best of their knowledge, the Reporting Persons’
executive officers or directors has, during the last five years, been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
(e) None of the Reporting Persons or, to the best of their knowledge, the Reporting Persons’
executive officers or directors has, during the last five years, been party to a civil proceeding
of a judicial or administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
Information with respect to each Reporting Person is given solely by such Reporting Person and
no Reporting Person assumes responsibility for the accuracy or completeness of the information
furnished by another Reporting Person. The Reporting Persons expressly disclaim that they have
agreed to act as a group other than as described in this Statement.
ITEM 3.
SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The information set forth, or incorporated by reference, in Items 4 through 6 of this Schedule
is hereby incorporated by reference. As more fully described in Item 4 of this Schedule 13D, BBG
Australia, on the one hand, and each of Sam Linz, Sarwill Pty Ltd, Selati Family Partnership and
Sydney Selati and Denise Selati as trustee for Living Trust (collectively, the “Owners”),
on the other hand, have entered into the Option Deed, dated August 10, 2005 and attached hereto as
Exhibit 1 (the “Option”). Pursuant to the Option, the Owners have granted to BBG
Australia, upon the satisfaction of certain conditions and the occurrence of certain events, (i) a
call option to purchase an aggregate 933,750 Ordinary Shares owned by the Owners (the “Option
Ordinary Shares”) and (ii) the right to direct the voting of the Option Ordinary Shares after
delivery of a call notice in connection with the exercise of a call option. Except as disclosed
herein, the Reporting Persons did not pay additional consideration to the Owners in connection with
obtaining the Option. If BBG Australia elects to exercise the Option, BBG Australia currently
expects to pay the exercise price thereunder through equal loans from BBG Holdings and BBG (US
Finance) LLC, an affiliate of BBG Australia. BBG Holdings LLC and BBG (US Finance) LLC will obtain
the funds to loan to BBG Australia from private equity funds managed by Ironbridge or its
affiliates which remain to be identified. BBG Australia entered into the Option with the Owners in
furtherance of and as an inducement to completing the Scheme of Arrangement, as more fully
described in Item 4 of this Schedule 13D.
References to, and descriptions of, the Option are qualified in their entirety by reference to
the complete terms and conditions of such agreement, which is attached as Exhibit 1 to this
Schedule 13D, and is incorporated in this Item 3 in its entirety where such references and
descriptions appear.
ITEM 4.
PURPOSE OF TRANSACTION.
(a) - (j). The information set forth, or incorporated by reference, in Items 3, 5 and 6 of
this Schedule is hereby incorporated by reference. On August 10, 2005, BBG Australia and the
Company entered into the Implementation Agreement, attached hereto as Exhibit 2 (the
“Scheme Agreement”), providing for, among other things, the acquisition of all of the
outstanding Ordinary Shares by BBG Australia pursuant to a statutory scheme of arrangement under
Part 5.1 of the Corporations Act (Australia) in accordance with the terms and conditions of the
Scheme Agreement (the “Scheme of Arrangement”). The Scheme of Arrangement with respect to
the Ordinary Shares is subject to approval by holders of the Company’s Ordinary Shares and with
respect to options to acquire Ordinary Shares is subject to approval by the holders of such
options. In addition, the Scheme of Arrangement is also subject to required court and regulatory
approvals and the satisfaction or waiver of certain other conditions as more fully described in the
Scheme Agreement.
Pursuant to the Scheme Agreement, and subject to the conditions described therein, the
Reporting Persons through BBG Australia will acquire beneficial ownership of all of the Ordinary
Shares of the Company. Upon consummation of the Scheme of
Arrangement, (i) the Company will become a wholly-owned subsidiary of BBG Australia and an
indirect, wholly-owned subsidiary of the other Reporting Persons, (ii) the Company’s American
Depository Shares (“ADR’s”) will no longer be publicly traded on any stock exchange in the
United States (iii) the Company will withdraw the ADR’s representing the Ordinary Shares from
registration under Section 12(g) of the Exchange Act of 1934, as amended (the “Exchange
Act”) and cease filing reports under the Exchange Act, (iv) the Board of Directors of the
Company may be replaced by persons chosen by or on behalf of the Reporting Persons, and (v) the
Company’s charter and bylaws may be amended by BBG Australia as its sole shareholder. The
Reporting Persons intend to continue to operate the Company’s business in substantially the same
manner as currently conducted, however the Reporting Persons will continue to evaluate the
Company’s business and operations and may propose or develop new plans and proposals that they
consider to be in the best
interests of the Company and its securityholders. The Company may implement certain changes,
including potentially restructuring the ownership structure of the Company and its subsidiaries.
In furtherance of and as an inducement to completing the Scheme of Arrangement, BBG Australia
entered into the Option with the Owners. Pursuant to the Option, the Owners each granted to BBG
Australia an option to acquire, under certain circumstances described in the Option, a total of
933,750 Ordinary Shares owned by the Owners at a purchase price per share equal to A$13.00 per
share, subject to adjustment as provided therein. In addition, subject to certain terms and
conditions, each Owner agreed to vote those Option Ordinary Shares respectively owned by such Owner
in accordance with the directions of BBG Australia after receipt by such Owner of notice from BBG
Australia that it has exercised its call option rights under the Option. Prior to the exercise of
the Option, BBG Australia is not entitled to any rights as a shareholder or optionholder of the
Company as to the Ordinary Shares subject to the Option. BBG Australia did not pay additional
consideration to the Owners in connection with the Owners entering into the Option with BBG
Australia.
The Option may only be exercised upon the happening of certain events and the satisfaction of
certain conditions. BBG Australia may exercise the Option at any time during the Exercise Period,
as defined in the Option. With respect to 700,196 Ordinary Shares subject to the Option (the
“Tranche 1 Shares”), the “Exercise Period” commences at midnight on August 10, 2005, and
ends on the earlier of December 31, 2006 or the Termination Date. With respect to 233,554 Ordinary
Shares subject to the Option (the “Tranche 2 Shares”), the Exercise Period commences upon
BBG Australia’s receipt of notice from the Federal Treasurer of the Commonwealth of Australia to
the effect that there is no objection to the acquisition of or gaining control over all of the
Ordinary Shares of the Company by BBG Australia under the foreign investment policy of the
government of the Commonwealth of Australia (the “Treasurer Notice”), and ends on the
earlier of January 31, 2006 or the Termination Date. The Termination Date is earlier of January31, 2006 or the date which is 20 business days after the date a competing proposal or variation
thereon made prior to December 31, 2005 becomes unconditional. Furthermore, BBG Australia may only
exercise the Option with respect to both the Tranche 1 Shares and the Tranche 2 Shares: (i) if a
competing proposal to acquire the Company or substantially all of its assets or shares, is publicly
announced or made; (ii) if BBG Australia undertakes to acquire or to gain control over all of the
Ordinary Shares of the Company by way of a scheme of arrangement and such scheme of arrangement
becomes effective; or (iii) BBG Australia undertakes to acquire or to gain control over all of the
Ordinary Shares of the Company by way of a takeover bid under Chapter 6 of the Corporations Act
(Commonwealth of Australia) and such takeover bid is declared, or otherwise becomes, unconditional.
Exercise of the Option with respect to the Tranche 2 Shares is, in addition, conditioned upon BBG
Australia’s receipt of the Treasurer Notice. Because none of these events has occurred as of the
date hereof, the Reporting Persons expressly disclaim beneficial ownership of the Option Ordinary
Shares upon exercise of the Option until such time as the Reporting Persons exercise the Option.
References to, and descriptions of, the Scheme Agreement and the Option are qualified in their
entirety by reference to the complete terms and conditions of such agreements, which are attached
as exhibits to this Schedule 13D, and are incorporated in this Item 4 in their entirety where such
references and descriptions appear.
Except as set forth in this Item 4, the Reporting Persons do not have any plans or proposals
with respect to any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D.
ITEM 5.
INTEREST IN SECURITIES OF THE ISSUER.
(a)-(b)
The Reporting Persons may be deemed to share the power to dispose and vote the 933,750
Ordinary Shares subject to the Option which represent approximately 19.99% of the 4,671,091
issued Ordinary Shares, as represented by Company in the Scheme Agreement. The Reporting
persons disclaim beneficial ownership of the Option Ordinary Shares which they may have under
the Option because the Option may be exercised only upon the satisfaction of certain
conditions, none of which has occurred.
(c)
Except for the transactions described herein, there have been no other transactions in the
securities of the Company effected by the Reporting Persons in the last 60 days.
(d)-(e)
Not Applicable.
ITEM 6.
CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Option Deed by and among BBG Australia Pty Limited and each of
Sam Linz, Sarwill Pty Ltd, Selati Family Partnership and
Sydney Selati and Denise Selati as trustee for Living Trust,
dated August 10, 2005.
Joint Filing Agreement among Ironbridge Capital Holdings Pty
Limited, Ironbridge Capital Pty Limited, BBG Holdings Pty
Limited and BBG Australia Pty Limited.
SIGNATURES
After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief,
each of the undersigned certify that the information set forth in this statement is true, complete
and correct.
