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ATTURRA LIMITED — M&A Activity 2023
Dec 6, 2023
64442_rns_2023-12-06_50bddf91-6874-4aaa-80ba-a53b2009a772.pdf
M&A Activity
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Atturra Limited ABN 34 654 662 638
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ASX Announcement 7 December 2023
Atturra and Cirrus Networks Holdings - Scale Mechanisms under the Scheme of Arrangement to Apply
Atturra Limited ACN 654 662 638 (ASX:ATA) ( Atturra or the Company ) refers to its proposed acquisition of Cirrus Networks Limited ACN 103 348 947 (ASX:CNW) ( CNW ) scheme of arrangement ( Scheme ) and the Scheme Booklet dated 17 October 2023. Terms that are not defined in this announcement have the same meaning given to them in the Scheme Booklet.
Following the finalisation of the share register at 7:00pm AEDT on Monday 4 December 2023 ( Record Date ), and the elections made by Scheme Shareholders, the Maximum Cash Consideration has exceeded the Maximum Cash Consideration Pool (less the aggregate of the Cash Consideration payable to the Relevant Unmarketable Parcel Ineligible Foreign Shareholders). As a result, all Scheme Shareholders who elected to take the Maximum Cash Consideration or Split Consideration are now subject to scale back so that the total amount of cash paid by Atturra does not exceed the Maximum Cash Consideration Pool (subject only to the effects of rounding).
Accordingly, the scale back provisions discussed in sections 4.4 and 4.5 of the Scheme Booklet have been applied to each applicable shareholder.
CNW Shareholders (other than Relevant Unmarketable Parcel Shareholders) are now entitled to receive their Scheme Consideration in the amounts set out in the table below.
| Election | Outcome following Scaleback equating to thefollowing for each CNW Share |
|---|---|
| Default Consideration75% cash / 25% scrip | Eligible Cirrus Networks Shareholders receiving0.0179 New Atturra Shares and $0.0473 in cashfor each Cirrus Networks Share held |
| Maximum Cash Consideration100% cash | Eligible Cirrus Networks Shareholders receivingapprox. 0.0159 New Atturra Shares and approx.$0.0490 in cash for each Cirrus Networks Shareheld. |
| Maximum Share Consideration100% scrip | Eligible Cirrus Networks Shareholders (whomade a valid election) receiving 0.0715 NewAtturra Shares for each Cirrus Networks Shareheld; |
| Split Consideration50% cash / 50% scrip | Eligible Cirrus Networks Shareholders receivingapprox. 0.0436 New Atturra Shares and approx.$0.0245 in cash for each Cirrus Networks Shareheld. |
Atturra Limited ABN 34 654 662 638
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Any New Atturra Shares that would be issued to an Ineligible Foreign Shareholder will be issued to a nominee who will sell them on behalf of the Ineligible Foreign Shareholder and provide the Ineligible Foreign Shareholder with the net proceeds of the sale.
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This announcement has been authorised for release by the Board of Atturra Limited.
About Atturra:
Atturra is an ASX-listed technology business providing a range of enterprise advisory, consulting, IT services and solutions with a focus on local government, utilities, education, defence, federal government, financial services, and manufacturing industries. Atturra has partnerships with leading global providers including Microsoft, Boomi, HPE, Software AG, OpenText, Smartsheet, QAD, Infor, Denodo, Vaultspeed and Snowflake and its clients are some of the largest public and private-sector organisations in Australia. For more information visit: www.atturra.com
Contact:
Stephen Kowal CEO Atturra P: +61 2 8241 1725 E: [email protected]