SCHEME OF ARRANGEMENT

 

On 5 November 2018, Greencross announced that it had entered into a Scheme Implementation Agreement with Vermont Aus Pty Ltd (“TPG Bidco”), pursuant to which TPG BidCo proposes to acquire 100% of Greencross Shares via a scheme of arrangement ("Scheme").

The Federal Court of Australia has now approved the convening of a meeting of Greencross Shareholders to consider a vote on the Scheme ("Scheme Meeting").

The Scheme Meeting is scheduled to take place at 10.00am (Sydney time) on Wednesday, 6 February 2019 at Northside Conference Centre, Cnr Oxley St & Pole Ln, Crows Nest, New South Wales.

Information relating to the Scheme, including the notice convening the Scheme Meeting and an Independent Expert’s Report are included in the Scheme Booklet attached, which has been sent to Greencross Shareholders.

 

Scheme Of Arrangement   published: 20/Dec/2018

Download the document here.

 Download

 


Key dates

Key dates in relation to the Scheme Meeting and implementation of the Scheme are set out in the Scheme Booklet and are extracted below. All references to time relate to the time in Sydney, New South Wales, Australia.

 

Event

Date and Time

Election Date

Last time and date by which Election Forms must be received by the Greencross Registry

Friday, 25 January 2019 at 7.00pm

 

Announcement of Election Results

Election results to be announced to ASX, including whether the Minimum Scrip Threshold has been met and, if so, whether the Scaleback Mechanism applies.

Tuesday, 29 January 2019

Last Date for Proxy Forms

Latest date for Proxy Forms or powers of attorney to be received by the Greencross Registry for the Scheme Meeting

Monday, 4 February 2019 at 10.00am

Meeting Record Date

Time and date for determining eligibility to vote at the Scheme Meeting

Monday, 4 February 2019 at 7.00pm

Scheme Meeting

Wednesday, 6 February 2019 at 10.00am

 

 

If the Scheme is approved by Greencross Shareholders at the Scheme Meeting

Event

Date and Time

Second Court Date to obtain Court orders approving the Scheme

Monday, 11 February 2019

Effective Date

Court order to be lodged with ASIC and announcement to ASX

Trading in Greencross Shares on ASX to be suspended from close of trading

Monday, 11 February 2019

Special Dividend Record Date

Time and date for determining entitlements to the Special Dividend

Wednesday, 13 February 2019 at 7.00pm

Special Dividend Payment Date

Payment date of the Special Dividend

Wednesday, 20 February 2019

Scheme Record Date

Time and date for determining entitlements to Scheme Consideration

Friday, 22 February 2019 at 7.00pm

Implementation Date

The date on which the Scheme will be implemented

Wednesday, 27 February 2019

Please note that all of the above times and dates are indicative only and subject to change. Certain times and dates are conditional (among other things) on the satisfaction or waiver of the Conditions Precedent in accordance with the Scheme Implementation Agreement and the receipt of all necessary approvals from Greencross Shareholders, the Court and Regulatory Authorities. Any changes will be announced by Greencross through ASX and notified on the Greencross website.

 

For further information, including details of how to lodge your proxy vote electronically and how to download an Election Form,  go to the scheme website at https://events.miraqle.com/gxl-scheme-offer/home/ or contact the Greencross Shareholder Information Line on 1800 260 668 (within Australia) or +61 1800 260 668 (outside Australia) on Business Days at any time between 8.30am and 5.30pm on Monday to Friday.