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WAM GLOBAL LIMITED — M&A Activity 2021
Oct 19, 2021
66056_rns_2021-10-19_ca8b537c-bfe0-4405-952b-1a7b10ad458e.pdf
M&A Activity
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TEMPLETON GLOBAL GROWTH FUND LTD. A.B.N. 44 006 558 149
Level 19, 101 Collins Street Melbourne, Victoria 3000 Telephone: 1800 673 776 Facsimile: (613) 9603 1266
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Securities Exchange Announcement
20 October 2021
Scheme of Arrangement legally effective
Further to its announcement on 19 October 2021, Templeton Global Growth Fund Limited (ASX: TGG) (“ TGG ” or the “ Company ”) is pleased to announce that an office copy of orders made by the Supreme Court of New South Wales (“ Court ”) approving the scheme of arrangement under which WAM Global Limited (ASX: WGB) will acquire all of the fully paid ordinary shares in TGG (“ TGG Shares ”) that it does not currently own (other than TGG Shares held by eligible TGG shareholders who have validly accepted TGG’s buy-back offer (“ Buy-Back ”)) (“ Scheme ”) has been lodged with the Australian Securities and Investments Commission pursuant to section 411(10) of the Corporations Act 2001 (Cth).
An office copy of the Court orders lodged with ASIC is annexed to this announcement.
The Scheme is now legally effective and it is expected that trading in TGG’s shares will be suspended from close of trading today.
TGG shareholders who validly elected to participate in the Buy-Back will be sent the Cash Consideration on the Implementation Date (expected to be 29 October 2021) for each Buy-Back TGG Share they hold on the Record Date (expected to be 22 October 2021). Immediately following payment of the Cash Consideration on the Implementation Date, TGG shareholders who did not validly elect to participate in the Buy-Back will be issued the Scrip Consideration under the Scheme for each TGG Share they hold on the Record Date.
– ENDS –
This announcement has been authorised for release by the Board of TGG.
For further information in relation to the Transaction, please:
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contact the Shareholder Information Line on 1300 145 831 (within Australia) and +61 3 9415 4832 (outside Australia) between Monday and Friday from 8.30am to 5.30pm (Sydney time); or
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• visit the FAQ page at www.tggftransaction.com.au.
For all other queries in relation to TGG, please contact: Christopher Freeman Chair [email protected] 1800 673 776
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Form 43 UCPR 36.11
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Issued: 19 October 2021 10:27 AM
JUDGMENT/ORDER
COURT DETAILS
Court Supreme Court of NSW Division Equity List Corporations List Registry Supreme Court Sydney Case number 2021/00228006
TITLE OF PROCEEDINGS
First Plaintiff TEMPLETON GLOBAL GROWTH FUND LIMITED ACN 006558149
First
DATE OF JUDGMENT/ORDER Date made or given 19 October 2021 Date entered 19 October 2021
TERMS OF JUDGMENT/ORDER
VERDICT, ORDER OR DIRECTION:
Hearing of Originating Process filed 10 August 2021. Second Court Hearing.
- Black J grants leave for WAM Global Limited to appear under r 2.13 of the Supreme Court (Corporations) Rules.
Black J makes orders in accordance with the Short Minutes of Order initialled by him and placed in the file.
THE COURT ORDERS THAT:
1 Pursuant to section 411(4)(b) of the Corporations Act 2001 (Cth) (Act), the proposed scheme of arrangement (“Scheme”) between Templeton Global Growth Fund Limited (TGG) and the holders of its ordinary shares (other than WAM Global Limited (ACN 624 572 925)), the terms of which are set out in Annexure B to Exhibit 1, be approved.
2 Pursuant to section 411(12) of the Act, TGG is exempted from compliance with section 411(11) of the Act in relation to the Scheme.
3 These orders be entered forthwith.
THE COURT NOTES THAT:
4 WAM Global Limited (ACN 624 572 925) will rely on the Court’s approval of the Scheme 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.
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SEAL AND SIGNATURE
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Signature Chris D'Aeth Capacity Principal Registrar Date 19 October 2021
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.
FURTHER DETAILS ABOUT Plaintiff(s)
First Plaintiff Name TEMPLETON GLOBAL GROWTH FUND LIMITED ACN 006558149 Address Level 19 101 Collins Street MELBOURNE VIC 3000 Telephone Fax E-mail Client reference
Legal representative for plaintiffs
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 9296 2845 Fax 02 9296 3999 Email [email protected]
FURTHER DETAILS ABOUT (s)
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