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MYSTATE LIMITED — M&A Activity 2025
Feb 9, 2025
65395_rns_2025-02-09_0c8382e6-7a96-439f-a694-9baed298a3aa.pdf
M&A Activity
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10 February 2025
Scheme becomes legally effective
Further to the announcement made on 7 February 2025, Auswide Bank Ltd (ASX: ABA) ( Auswide ) is pleased to announce that the scheme of arrangement under which MyState Bank Limited (a wholly owned subsidiary of MyState Limited (ASX:MYS)) will acquire 100% of the fully paid ordinary shares in Auswide ( Scheme ) is now legally effective. It is expected that trading in Auswide’s shares will be suspended from close of trading today, Monday, 10 February 2025.
Earlier today Auswide lodged an office copy of orders made by the Supreme Court of New South Wales approving the Scheme ( Court Orders ) with the Australian Securities and Investments Commission ( ASIC ) pursuant to section 411(10) of the Corporations Act 2001 (Cth). A copy of the Court Orders is attached to this announcement.
Payment of Scheme Consideration
On implementation of the Scheme (expected to occur on Wednesday, 19 February 2025), eligible Auswide shareholders will receive 1.112 New MyState Shares for each Auswide Share held on the Record Date at 7.00pm (AEDT) (6.00pm Queensland time) on Wednesday, 12 February 2025 ( Scheme Consideration ). Ineligible Foreign Shareholders will receive their pro rata share of the Proceeds under the Sale Facility instead of Scheme Consideration (expected to be no later than Wednesday, 19 March 2025).
Shareholder Information Line
For further information, please refer to the Scheme Booklet. If you have any questions regarding the Scheme or the Scheme Booklet, you should contact the Auswide Shareholder Information Line on 1300 271 819 (within Australia) or +61 3 9415 4812 (outside Australia) on Monday to Friday (excluding public holidays in Australia) between 8.30am and 5.00pm (AEDT) until 28 February 2025 or visit https://events.miraqle.com/auswide-scheme.
Unless otherwise defined, capitalised terms in this announcement have the meaning given to them in the Scheme Booklet.
This announcement has been authorised by the Company Secretary.
Doug Snell Bill Schafer BCom CA Managing Director Chief Financial Officer and Company Secretary +61 0414 887 659 +61 7 4150 4075 [email protected] [email protected]
About Auswide Bank Ltd
Auswide Bank became Australia’s tenth and Queensland’s third Australian owned bank, listed and trading on the ASX, on April 1, 2015. The company had operated as a building society since 1966. Auswide Bank has an Australian Credit Licence and an Australian Financial Services Licence issued by ASIC and is an Authorised Deposit-taking Institution prudentially supervised by the Australian Prudential Regulation Authority. Auswide Bank offers Australians an extensive range of personal and business banking products & services issued directly or in partnership with leading service providers via an omni-channel distribution strategy which includes branches, strategic relationships and online & digital channels.
Form 43 UCPR 36.11
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Issued: 7 February 2025 4:59 PM
JUDGMENT/ORDER
COURT DETAILS
Court Supreme Court of NSW Division Equity List Corporations List Registry Supreme Court Sydney Case number 2024/00366188 TITLE OF PROCEEDINGS First Plaintiff AUSWIDE BANK LTD ACN 087652060
First
DATE OF JUDGMENT/ORDER Date made or given 7 February 2025 Date entered 7 February 2025
TERMS OF JUDGMENT/ORDER
VERDICT, ORDER OR DIRECTION:
Hearing of Originating Process filed 3 October 2024. Second Court hearing.
Affidavit evidence read. Exhibits marked.
Black J makes orders in accordance with the Order initialled by him and placed in the file.
THE COURT ORDERS THAT:
1 Pursuant to s 411(4)(b) of the Corporations Act 2001 (Cth) (Corporations Act), and if necessary, s 411(6) of the Corporations Act, the Scheme of Arrangement between the Plaintiff and its shareholders, the terms of which are set out in the document that is Annexure C to the Dispatch Scheme Booklet, at Tab 1 to Exhibit WRS-2 to the affidavit of William Schafer affirmed 6 February 2025 (Scheme of Arrangement), be confirmed.
2 Pursuant to s 411(12) of the Corporations Act, the Plaintiff be exempted from compliance with s 411(11) of the Act in relation to order 1 above.
3 These orders be entered forthwith.
THE COURT NOTES THAT:
MyState Limited (ACN 133 623 962) will rely on the Court's approval of the Scheme of Arrangement for the purposes of qualifying for exemption from the registration requirements of the Securities Act of 1933 (US), provided for by s 3(a)(10) of that Act, in connection with the implementation of, and the provision of consideration under, the Scheme of Arrangement.
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SEAL AND SIGNATURE
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| Signature | Rebel Kenna | Rebel Kenna |
|---|---|---|
| Capacity | Principal | Registrar |
| Date | 7 February 2025 | |
| If this document was issued | by means of the Electronic Case Management System (ECM), pursuant to Part 3 of the | |
| Uniform Civil Procedure Rules (UCPR), this document is taken to have been signed if the person’s name is printed where | ||
| his or her signature would otherwise appear. | ||
| PERSON PROVIDING | DOCUMENT FOR SEALING UNDER UCPR 36.12 | |
| Name | AUSWIDE BANK LTD, Plaintiff 1 | |
| Legal representative | Alexander Basil Morris | |
| Legal representative reference | ||
| Telephone | 92962495 | |
| FURTHER DETAILS ABOUT Plaintiff(s) | ||
| First Plaintiff | ||
| Name | AUSWIDE BANK LTD | |
| ACN 087652060 | ||
| Address | Level 3 | |
| 16 - 20 Barolin Street | ||
| BUNDABERG QLD 4670 | ||
| Telephone | ||
| Fax | ||
| Client reference | ||
| Legal representative | ||
| Name | Alexander Basil Morris | |
| Practicing certificate number | 40153 | |
| Address | King & Wood Mallesons, Governor Phillip Tower Level 61 | |
| 1 Farrer Place | ||
| SYDNEY NSW 2000 | ||
| DX address | DX 113 Sydney NSW | |
| Telephone | 92962495 | |
| Fax | 02 9296 3999 | |
| [email protected] | ||
| FURTHER DETAILS ABOUT (s) |
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