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INSIGNIA FINANCIAL LTD — M&A Activity 2012
Sep 16, 2012
65104_rns_2012-09-16_c5bd8df6-7b75-491e-9cf9-21adab608629.pdf
M&A Activity
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Level 6, 161 Collins Street Melbourne VIC 3000 Phone 13 13 69
GPO Box 264 Melbourne VIC 3001
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17 September 2012
Company Announcements Platform
ASX Limited
Dear Sir/Madam
IOOF Holdings Limited’s takeover bid for Plan B Group Holdings Limited (“Offer”) – intention to declare Offer unconditional, extension of offer period and notice of new date for giving notice of status of conditions
IOOF Holdings Limited (“ IOOF ”) announces the following in relation to the Offer.
Status of acceptances
IOOF advises that, as at 7.00pm on 14 September 2012, IOOF had a relevant interest in the total issued share capital of Plan B Group Holdings Limited (“ Plan B ”) of 86.189%.
Plan B dividend
As stated in the First Supplementary Target’s Statement released by Plan B earlier today, the Board of Plan B has determined that a fully franked dividend of 3 cents per share will be payable to Plan B shareholders on the Plan B register at 26 September 2012 (“ Record Date ”).
Intention to declare Offer unconditional
IOOF announces that it intends to declare the Offer unconditional on 27 September 2012 (being the day following the Record Date).
Extension of offer period and new date for giving notice of status of conditions
IOOF varies the Offer by further extending the offer period from 7.00pm (Melbourne time) on 25 September 2012, to 7.00pm (Melbourne time) on 9 October 2012 (unless further extended or withdrawn). Attached are copies of the following documents relating to the further extension of the Offer:
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(a) a letter to Plan B shareholders attaching a notice of variation under section 650D of the Corporations Act 2001 extending the offer period; and
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(b) notice of the new date for giving notice of the status of defeating conditions under section 630(2) of the Corporations Act 2001.
A copy of the notice of variation was today lodged with the Australian Securities and Investments Commission and has been given to Plan B and each person to whom the Offer was made.
Yours sincerely
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Danielle Corcoran
Company Secretary
IOOF Holdings Limited ABN 49 100 103 722 www.ioof.com.au
Level 6, 161 Collins Street Melbourne VIC 3000 Phone 13 13 69
GPO Box 264 Melbourne VIC 3001
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17 September 2012
Dear Plan B shareholder
IOOF Holdings Limited’s takeover bid for Plan B Group Holdings Limited – extension of offer period
We are writing to advise you that IOOF Holdings Limited (“I OOF ”) has further extended the offer period in relation to its offer to acquire all of your shares in Plan B Group Holdings Limited (“ Offer ”). The Offer is now scheduled to close at 7:00pm (Melbourne time) on Tuesday, 9 October 2012.
A formal notice of the variation as required by the Corporations Act is attached.
As at 7.00pm on 14 September 2012, IOOF had a relevant interest in the total issued share capital of Plan B Group Holdings Limited of 86.189%.
Full details of how to accept the Offer can be found in Appendix 1 of the bidder’s statement dated 26 July 2012.
If you have any queries, or if you require assistance with your acceptance of the Offer, please call (+61 2) 9028 1054 between 8:30am and 5:30pm (Melbourne time) on business days. Alternatively, please email Melinda Hofman at [email protected].
Yours sincerely
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Danielle Corcoran
Company Secretary
IOOF Holdings Limited ABN 49 100 103 722 www.ioof.com.au
IOOF HOLDINGS LIMITED ABN 49 100 103 722
NOTICE OF VARIATION EXTENDING OFFER PERIOD
TO: Plan B G roup Holdi n gs Limited ( ABN 36 12 4 951 337)
Australian Securitie s and Invest m ents Com m ission (“ ASIC
ASX Li m ited (“ ASX ” )
Each p e rson to wh o m an offer w as made (“ Offer ”) purs u ant to the B idder’s Stat e ment date d 26 Jul y 2012 (“ Bidder’s Statement ”) by IOOF Holdi n gs Limited (ABN 49 1 0 0 103 722 ) (“ IOOF ” ).
IOOF give s notice und e r section 650D of the Corporation s Act 2001 (Cwlth) (“ Corporations Act ”) that i t varies the O ffer by ext e nding the Offer Period ( a s describe d in the Bid d er’s Statem e nt) so as t o change th e close of th e Offer Perio d from 7.00 p m (Melbour n e time) on 2 5 Septemb e r 2012, to 7 .00pm (Mel b ourne time ) on 9 Octob e r 2012 (unl e ss further e x tended or w ithdrawn).
The Offer P eriod was p r eviously va r ied by notic e dated 4 S e ptember 20 1 2.
The new d a te for givin g notice und e r section 6 3 0 of the C o rporations A ct of the st a tus of the c o nditions se t out in Appendix 2 of th e Bidder’s St a tement is 2 October 20 1 2.
Unless the c ontext requires otherwi s e, defined t e rms in the B idder’s Statement have the same meaning in this notice.
A copy of t his notice w as lodged w ith ASIC o n 17 Septe m ber 2012. ASIC takes no respons i bility for th e contents of this notice.
This notice is dated 17 S eptember 2 012.
Signed on b ehalf of IO O F Holdings Limited (ABN 49 100 1 0 3 722).
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Dr Roger S e xton Director
Chris t opher Kela h er Direc t or
11209769
IOOF HOLDINGS LIMITED
ABN 49 100 103 722
NEW DATE FOR GIVING NOTICE OF STATUS OF CONDITIONS
TO: Plan B Group Holdings Limited (ABN 36 124 951 337) (“ Plan B
AND TO: ASX Limited
IOOF Holdings Limited (ABN 49 100 103 722) (“ IOOF ”) gives notice under section 630(2) of the Corporations Act 2001 (Cwlth) (“ Corporations Act ”) in relation to the offer dated 9 August 2012 (“ Offer ”) under the takeover bid by IOOF for all of the shares in Plan B as set out in the Bidder’s Statement dated 26 July 2012.
The date for giving notice on the status of the conditions set out in Appendix 2 of the Bidder’s Statement pursuant to section 630(3) of the Corporations Act has been postponed by operation of section 630(2) of the Corporations Act. The new date for giving a notice on the status of those conditions is 2 October 2012.
As at the date of this notice:
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(a) as stated in the Notice of Fulfilment of Condition under section 630(4) of the Corporations Act dated 23 August 2012, the condition in paragraph (k) of Appendix 2 of the Bidder’s Statement (relating to the Bank of Western Australia Ltd waiver) has been fulfilled and, accordingly, the Offer is now free of that condition; and
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(b) so far as IOOF knows (but subject to the contents of IOOF’s announcement also dated 17 September 2012 in relation to its intention to declare the Offer free of conditions on 27 September 2012), none of the other conditions to the Offer set out in Appendix 2 of the Bidder’s Statement have been fulfilled or waived and, accordingly, the Offer remains subject to those conditions.
Unless the context requires otherwise, defined terms in this notice have the same meaning as in the Bidder’s Statement.
Dated: 17 September 2012
Signed on behalf of IOOF Holdings Limited (ABN 49 100 103 722).
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Dr Roger Sexton Director
11209788