TABCORP HOLDINGS LIMITED — M&A Activity 2017

Dec 11, 2017

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TATTS GROUP LIMITED SCHEME OF ARRANGEMENT MEETING 12 DECEMBER 2017

ABN 19 108 686 040 Tatts Group Scheme of Arrangement Meeting

INTRODUCTION HARRY BOON CHAIRMAN

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• FORMAT OF SCHEME OF ARRANGEMENT MEETING:

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• Purpose of Scheme Meeting

• Overview of proposed Scheme + Implications for Tatts Shareholders

• • Directors’ recommendation

• • Current status of conditions precedent

• • Overview of voting process

• • Formal vote for the Scheme

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Tatts Group Scheme of Arrangement Meeting

PURPOSE OF SCHEME MEETING

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• Shareholders to consider and vote on the proposed acquisition of all the shares in Tatts by Tabcorp

• • If approved by Shareholders + Court – Court orders to be lodged with ASIC on 13 December and the Scheme will become effective

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Tatts Group Scheme of Arrangement Meeting

• PURPOSE OF SCHEME MEETING (continued)

• • Tatts shareholders will receive :

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Consideration Value Ex ected Date p Share consideration 0.8 Tabcorp shares 22 Dec 2017 for every Tatts share Cash consideration $0.265 per Tatts share 22 Dec 2017 Special dividend $0.16 per Tatts share 19 Dec 2017

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Tatts Group Scheme of Arrangement Meeting

• PURPOSE OF SCHEME MEETING (continued)

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• Tatts shares expected to cease trading at close of business on 13 December 2017

• • Tatts Bonds will remain quoted on ASX following implementation of Scheme

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Tatts Group Scheme of Arrangement Meeting

• OVERVIEW OF PROPOSED SCHEME

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• Creates a leading, diversified portfolio of gambling entertainment assets

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• Long-dated suite of licences

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  - Well positioned to invest, innovate and compete in a rapidly evolving marketplace

• Well positioned to pursue growth opportunities globally

• Provides a wide range of benefits for stakeholders and enhances the long-term sustainability of the Australian racing industry

Tatts Group Scheme of Arrangement Meeting

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• OVERVIEW OF PROPOSED SCHEME (continued)

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• Value creation expected for both sets of shareholders • Pro-forma annual revenue of ~$5b + EBITDA over $915m

• • At least $130m per annum of EBITDA synergies

• • Greater scale and strong balance sheet position

• • Net one-off integration costs and capital expenditure ~$141m

• • Tatts shareholders will own ~58% of the Combined Group

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Tatts Group Scheme of Arrangement Meeting

• OVERVIEW OF PROPOSED SCHEME (continued)

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• Leadership of Combined Group:

• Ms Paula Dwyer - Chairman

• Mr David Attenborough – MD/CEO

• • Mr Damien Johnston - CFO

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• Tabcorp Directors will remain Directors of Combined Group Tatts Chairman invited to join the Board of Combined Group

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Tatts Group Scheme of Arrangement Meeting

• DIRECTORS’ RECOMMENDATION

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• Announcement of transaction follows a review undertaken by Tatts Board – explore all opportunities available

• • Having considered all alternative opportunities – Tatts Board unanimously recommends that Shareholders vote in Favour the Scheme

• • Independent expert , Grant Samuel concluded Scheme is in the best interests of Tatts Shareholders

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Tatts Group Scheme of Arrangement Meeting

• STATUS OF CONDITIONS PRECEDENT • Tatts + Tabcorp waived competition approval condition

• • ACCC confirmed that it will not apply for judicial review

• • CrownBet withdrew its opposition to proposed combination

• • All conditions of Merger Implementation Deed, other than shareholder and court approval, satisfied or waived

Tatts Group Scheme of Arrangement Meeting

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• OVERVIEW OF VOTING PROCESS

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• SCHEME RESOLUTION: “That, pursuant to and in accordance with the provisions of section 411 of the Corporations Act 2001 (Cth), the members approve the arrangement proposed between Tatts Group Limited and the holders of its fully paid ordinary shares, designated the “Scheme”, as contained in and more particularly described in the Scheme Booklet accompanying the notice convening this meeting (with or without any modifications or conditions approved by the Court to which Tatts Group Limited agrees) and, subject to approval of the Scheme by the Court, the Tatts Group Limited Board is authorised to implement the Scheme with any such modifications or conditions.”

Tatts Group Scheme of Arrangement Meeting

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• OVERVIEW OF VOTING PROCESS

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• APPROVAL REQUIREMENTS:

• At least 75% of votes cast on the Scheme Resolution

• • A majority in number of the Tatts shareholders present and voting at this Scheme

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Tatts Group Scheme of Arrangement Meeting

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Thank you

Tatts Group Scheme of Arrangement Meeting[13]

DISCLAIMER

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This presentation contains summary information about the current activities of Tatts Group Limited (Tatts). It should be read in conjunction with Tatts’ other periodic and continuous disclosure announcements lodged with the Australian Securities Exchange (ASX), including the Annual Report and associated media release released today which are available at www.asx.com.au.

No member of Tatts gives any warranties in relation to the statements or information contained in this presentation. The information contained in this presentation is of a general nature and has been prepared by Tatts in good faith and with due care, however no representation or warranty, express or implied, is provided in relation to the accuracy or completeness of the information.

This presentation is for information purposes only and is not a prospectus, product disclosure statement or other disclosure or offering document under Australian or any other law. This presentation does not constitute an offer, invitation or recommendation to subscribe for or purchase any security and neither this presentation nor anything contained in it shall form the basis of any contract or commitment.

This presentation is not a recommendation to acquire Tatts shares. The information provided in this presentation is not financial product advice and has been prepared without taking into account any recipient’s investment objectives, financial circumstances or particular needs, and should not be considered to be comprehensive or to comprise all the information which recipients may require in order to make an investment decision regarding Tatts shares.

All dollar values are in Australian dollars (A$) unless otherwise stated. Neither Tatts nor any other person warrants or guarantees the future performance of Tatts shares or any return on any investment made in Tatts shares. This presentation may contain certain ‘forward-looking statements’. Indications of, and guidance on, financial position and performance are also forward-looking statements. Any forecasts or other forward looking statements contained in this presentation are subject to known and unknown risks and uncertainties and may involve significant elements of subjective judgement and assumptions as to future events which may or may not be correct. Such forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties and other factors, many of which are beyond the control of Tatts, that may cause actual results to differ materially from those expressed or implied in such statements. There can be no assurance that actual outcomes will not differ materially from these statements. You are cautioned not to place undue reliance on forward-looking statements. Except as required by law or regulation (including the ASX Listing Rules), Tatts undertakes no obligation to update these forward-looking statements. Past performance information given in this presentation is given for illustrative purposes only and should not be relied upon as (and is not) an indication of future performance.

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Tatts Group Scheme of Arrangement Meeting