AI assistant
SERVICE STREAM LIMITED — Proxy Solicitation & Information Statement 2006
Nov 9, 2006
65865_rns_2006-11-09_83cdcb26-365b-4166-ad78-7c32ec06f213.pdf
Proxy Solicitation & Information Statement
Open in viewerOpens in your device viewer

Service Stream Limited Level 12, 555 Lonsdain Street Melbourne, VIC 3000 PO 8dx 14570, Melbourne, VIC 8001 www.servicestream.com.au
Teb 61 3 9677 8868 Fax: 61-3 9677 8800 ARN: 58 008 827 978
9 November 2006
Message from the Chairman of STR
Dear Shareholder,
On 27 July 2006, Service Stream Limited ("STR") and Total Communications Infrastructure Limited ("TCI") announced a proposal to merge. STR Directors believe that the Merger Proposal is an exciting opportunity for STR Shareholders and welcome the positive market reaction to the Merger Proposal since the announcement. Pleasingly, the price of STR Shares and TCI Shares have both increased since the proposed merger was announced. The merger will be implemented by a scheme of arrangement between STR and its shareholders. This Scheme Booklet contains details of the Merger Proposal and what you need to do to approve the merger.
The Directors unanimously recommend that STR Shareholders vote in favour of the Scheme. Each of the Directors who hold STR Shares intends to vote in favour of the Scheme. The Directors consider that the Scheme is in the best interests of STR Shareholders.
Both STR and TCI have achieved significant growth over recent years. STR has established itself as a significant participant in the telecommunications industry, offering a diverse range of services including design, installation and maintenance of networks, recoverable works, technical labour service, customer administration services, logistic services and contract centre solutions. TCI is a service provider to wireless communications carriers and was specifically created to integrate the communications industry with the construction industry.
The merger with TCI brings together two of Australia's leading technical services companies in the telecommunications sector and will generate significant benefits for customers, shareholders and staff. Post-merger there will be significant increases in liquidity, size and scale and an added focus for the capital markets and broader investment community.
Under the Merger Proposal, you will receive 2 New TCI Shares for every 5 STR Shares you hold, and accordingly you will become a shareholder of the Merged Group. As a result of the merger, STR shareholders will own approximately 50.5% of the Merged Group.
The Merged Group will be named "Service Stream Limited". Its board of directors will comprise a combination of key executives and independent members from both the STR and TCI Boards, including Patrick Flannigan (Managing Director CEO), Rod Stanton and Michael Doery (Executive Directors), Stephe Wilks, Adrian Field, Russell Small and Lyn Davies (Non Executive Directors), with Lyn Davies being appointed as Chairman.
The Independent Expert, KPMG Corporate Finance has reviewed the Merger Proposal and concluded that, on balance, the Scheme is in the best interests of STR Shareholders. Its report is set out in section 7 of this Scheme Booklet.
STR Directors unanimously recommend that you vote to approve the Scheme, either in person or by proxy, at the Scheme Meeting to be held at 12 noon on 12 December 2006 at the offices of Mallesons Stephen Jaques, Level 50, 600 Bourke Street Melbourne Victoria Australia. The STR chairman has indicated that he will vote all undirected proxies in favour of the Scheme.
If you have any questions about the Merger Proposal, please call our Shareholder Information Line on 1300 766 048 or email [email protected].
Yours faithfully
Mr John Llewellyn (Lyn) Davies - Chairman