IPH LIMITED — M&A Activity 2019

Jul 24, 2019

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XENITH IP GROUP LIMITED (ACN 607 873 209) ASX ANNOUNCEMENT

25 July 2019

Xenith Shareholders approve Scheme of Arrangement

At the scheme meeting of Xenith IP Group Limited (ASX:XIP) ( Xenith ) held today, Xenith shareholders have voted in favour of the scheme of arrangement under which it is proposed that IPH Limited ACN 169 015 838 ( IPH ) will acquire all of the Shares in Xenith that it does not already own for a combination of cash and scrip consideration.

Xenith IP Chair Sibylle Krieger said, “I am delighted with the result of the Scheme Meeting and what the outcome represents for Xenith shareholders, employees and clients. By combining Xenith’s leading IP businesses with the scope and scale of the IPH Group, all of Xenith’s stakeholders now have the opportunity to participate in the success of a much larger operation.

“The significantly larger scale of the combined group will provide greater capacity to fulfil the strategies previously communicated to Xenith Shareholders, including a focus on the growth opportunities in Asia. Increased scale also provides a broader base for the enhancement of technology systems and the provision of additional training and other career enhancements, to the benefit of clients and staff.

“The process for Xenith to reach this point has been long and occasionally unpredictable. I would like to thank all of Xenith’s shareholders and employees for their patience, understanding and steadfast focus during a year dominated by M&A activity. I would also like to thank Xenith’s shareholders for the overwhelming support they have shown for the recommendation of the Xenith Board in respect of the IPH acquisition.

“I pay tribute to my fellow directors and the Company’s senior management team for their contribution to the transformation of a number of private partnerships into a successful listed IP services group worthy of acquisition by the largest listed player in the sector. The acquisition will result in the delivery of optimum value to Xenith’s shareholders.”

Next steps

Xenith has applied to the Federal Court of Australia for approval of the Scheme at a hearing scheduled for Wednesday, 31 July 2019. The Scheme remains subject to approval by the Federal Court at this hearing.

Key dates for implementation of the Scheme are set out below:

Key dates
Second Court Date	Wednesday, 31 July 2019 at 9.30am (Sydney
	time)
Effective Date	Thursday, 1 August 2019
Election Date	Thursday, 8 August 2019 at 7.00pm (Sydney time)
Scheme Record Date	Thursday, 8 August 2019 at 7.00pm (Sydney time)

(All dates are indicative only and are subject to change as agreed between Xenith and IPH and announced to ASX).

Xenith IP Group Limited ACN 607 873 209 ASX Code: XIP

P: +61 2 9057 9100 Level 9, 60 Margaret Street, Sydney NSW 2000 www.xenithip.com

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For further information

Richard Newsome Cicero Communications Ph: 0402 056 047 richard@cicero.net.au

About Xenith

Xenith IP Group Limited (ASX: XIP) is the holding company for the businesses of Griffith Hack, Shelston, Watermark and Glasshouse Advisory and their related corporate entities. The Group's core business is to provide a comprehensive range of IP services including identification, registration, management, valuation, commercialisation and enforcement of IP rights for a global client base including Fortune Global 500 companies, multinational, domestic and foreign corporations, research institutes, educational institutions, SMEs and entrepreneurs.

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