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ADSLOT LTD. — M&A Activity 2013
Oct 30, 2013
64306_rns_2013-10-30_4cfcf8c7-1a5c-4371-bd9e-d5f4513f3dbe.pdf
M&A Activity
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31 October 2013
Market Announcements Office ASX Limited 20 Bridge Street Sydney NSW 2000
Dear Sirs
Release of Scheme Explanatory Booklet
On 30 October 2013 the Supreme Court of Queensland approved the convening of a meeting of shareholders to consider and vote on the Scheme. Facilitate Digital Holdings Limited (ASX:FAC) (“Facilitate”) announces that the Australian Securities and Investments Commission ("ASIC") has registered the Explanatory Booklet in relation to the previously announced scheme of arrangement for the proposed merger of Facilitate and Adslot Ltd (ASX:ADJ) ("Scheme"). The Explanatory Booklet will be mailed to Facilitate shareholders shortly. A copy of the Explanatory Booklet accompanies this announcement.
The Explanatory Booklet includes an independent expert's report, prepared by Pitcher Partners Corporate Finance Limited, which concludes that, in the absence of a superior proposal, the proposed Scheme is fair and reasonable and therefore is in the best interests of Facilitate Shareholders.
Scheme Meeting details
The Scheme Meeting will be held at 3.00pm on 4 December 2013 at Level 6, 241 Commonwealth Street, Surry Hills, NSW. The Scheme Meeting will be held immediately before the 2013 Annual General Meeting to be held later on that same date.
All shareholders are encouraged to vote at the Scheme Meeting either by attending in person, or by lodging a proxy vote by 3.00pm on Monday, 2 December 2013.
Directors' recommendation
The Facilitate board of directors unanimously recommends that Facilitate shareholders vote in favour of the Scheme at the upcoming meeting, in the absence of a superior proposal . Subject to that same qualification, the Facilitate directors intend to vote all Facilitate Shares held or controlled by them in favour of the Scheme.
Facilitate Digital Holdings Limited ABN 84 093 823 253 P PO Box 1721 Darlinghurst NSW 1300 A Level 6, 241 Commonwealth Street Surry Hills NSW 2010 T +61 2 9690 3900 F +61 2 9690 3901 W www.facilitatedigital.com
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Yours sincerely
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Jim Story Company Secretary
Facilitate Digital Holdings Limited ABN 84 093 823 253 P PO Box 1721 Darlinghurst NSW 1300 A Level 6, 241 Commonwealth Street Surry Hills NSW 2010 T +61 2 9690 3900 F +61 2 9690 3901 W www.facilitatedigital.com