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MACQUARIE TECHNOLOGY GROUP LIMITED — M&A Activity 2018
Apr 30, 2018
65295_rns_2018-04-30_48c36377-5e7f-43e1-b803-a82f1c1fe1ac.pdf
M&A Activity
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ASX Announcement
1 May 2018
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Takeover Offer Update:
Macquarie Telecom Offer Expires
Vote in Favour of the AC3 Scheme
Bulletproof Group Limited (ASX:BPF) (“Bulletproof” or "the Company") notes Macquarie Telecom's announcement on 30 April 2018 that it will not be extending its 11 cent takeover offer dated 7 December 2017. Macquarie Telecom’s takeover offer consequently expired on 30 April 2018.
Bulletproof’s shareholders have received a materially higher offer of 15.2 cents per share from Klikon Group Holdings Pty Limited ("AC3") under the scheme implementation deed agreed with Bulletproof as announced on 15 February 2018 (“the Scheme”). On 10 April 2018, Bulletproof released to the ASX and subsequently sent to Bulletproof’s shareholders the Scheme Booklet which includes important information in relation to the Scheme.
As previously announced, your Board unanimously recommends that you vote in favour of the Scheme (in the absence of a superior proposal) for the reasons set out in the Scheme Booklet.
How to vote on the AC3 offer
Bulletproof shareholders have the opportunity to vote on the Scheme at a Scheme Meeting which will be held at 11am on 18 May 2018 at Level 17, 60 Margaret Street, Sydney NSW 2000. Bulletproof shareholders who are registered on the Bulletproof Register at 7pm on 16 May 2018 may attend the Scheme Meeting and vote in person (or by duly appointed corporate representative for bodies corporate), or if unable to attend the Scheme Meeting, may appoint a proxy or attorney to vote on their behalf. Scheme Meeting proxy forms may be lodged in a number of ways, including online. Full details are set out in the Scheme Booklet.
Subject to the conditions of the Scheme being satisfied, the Scheme is expected to be implemented on 6 June 2018.
Indicative Key Dates and Times
| Event | Indicative date |
|---|---|
| Deadline for receipt of the Scheme Meeting Proxy Form by the | 11:00am (Sydney time) on 16 May |
| Bulletproof Registry | 2018 |
| Voting Record Date | 7:00pm (Sydney time) on 16 May 2018 |
| For determination of eligibilityto vote at the Scheme Meeting | |
| Scheme Meeting | 11:00am (Sydney time) on 18 May |
| 2018 | |
| If the Scheme is approved by Bulletproof Shareholders: | |
| Second Court Hearing | 25 May 2018 |
| Court hearingfor approval of the Scheme | |
| Effective Date | 25 May 2018 |
| Last date Bulletproof Shares will trade on ASX | |
| Record Date | 7:00pm (Sydney time) on 1 June 2018 |
| Determination of entitlement of Scheme Shareholders to receive | |
| the Scheme Consideration | |
| Implementation Date | 6 June 2018 |
| Transfer of all Scheme Shares to AC3 and the payment of the | |
| Scheme Consideration to Scheme Shareholders |
ABN. 84 148 162 092 | p. 1300 663 903 | f. +61 2 9662 4744 [email protected] | www.bulletproof.net.au
Bulletproof Group Limited Level 17, 60 Margaret Street, Sydney NSW 2000
1 May 2018
ASX Announcement
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The above dates are indicative only and remain subject to satisfaction of applicable conditions, including approval from the Court. Any changes will be announced to the ASX.
Bulletproof shareholders who have questions regarding the Scheme should call the Bulletproof Shareholder Information Line on 1300 131 678 (callers within Australia) or +61 1300 131 678 (callers outside Australia) on business days between 8.30am and 5.30pm (Sydney time).
For further details please contact:
Craig Farrow Chairman Tel: +61 418 847 036 http://www.bulletproof.net.au
Paula Kensington Chief Financial Officer and Company Secretary Tel: +61 404 678 483
ABN. 84 148 162 092 | p. 1300 663 903 | f. +61 2 9662 4744 [email protected] | www.bulletproof.net.au
Bulletproof Group Limited Level 17, 60 Margaret Street, Sydney NSW 2000