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WEB TRAVEL GROUP LIMITED — Proxy Solicitation & Information Statement 2024
Aug 7, 2024
66049_rns_2024-08-07_5b1a82d0-1df3-4c06-a18c-02fc40c3e308.pdf
Proxy Solicitation & Information Statement
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Convening of Extraordinary General Meeting and release of Demer er Booklet. g
8 August 2024
Webjet Limited is pleased to announce that it will convene an Extraordinary General Meeting ( EGM ) of shareholders to consider and vote on the demerger of Webjet Group Limited ( Webjet B2C ) from Webjet Limited, to be effected by way of an in-specie dividend and capital reduction ( Demerger Resolution ).
If the Demerger Resolution is approved, eligible shareholders will be entitled to receive one Webjet B2C share for every Webjet Limited share held at the Demerger Record Date (being 7.00pm AEST on 24 September 2024). Shareholders will also retain their existing Webjet Limited shares.
If the demerger proceeds, and subject to shareholder approval (see below), Webjet Limited will also be renamed to WEB Travel Group Limited.
Further information relating to the demerger, including the advantages, disadvantages and risks of the demerger, a copy of the Independent Expert’s Report and notice of EGM are contained in a Demerger Booklet to be released in a further announcement and made available on Webjet Limited’s website (https://www.webjetlimited.com/). The Demerger Booklet, proxy form and instructions on participating in the sale facility (eligible shareholders only) will be sent to Webjet Limited shareholders on 16 August 2024.
Shareholders should read the Demerger Booklet carefully and consult with their professional advisors before making any voting or investment decisions in relation to the demerger.
Webjet Limited Board recommendation and conclusion of the Independent Expert
The Webjet Limited Board unanimously recommends that Webjet Limited shareholders vote in favour of the Demerger Resolution to be considered at the EGM. Each Webjet Limited Director who holds or controls Webjet Limited shares intends to vote in favour of the Demerger Resolution.
KPMG Financial Advisory Services (Australia) Pty Ltd, the Independent Expert appointed by Webjet Limited to review the proposed demerger, has concluded that the demerger is in the best interests of Webjet Limited shareholders.
Details of the Extraordinary General Meeting
The EGM, at which Webjet Limited shareholders will vote on the Demerger Resolution, will take place at 9.00am AEST on Tuesday, 17 September 2024 . Shareholders may participate in the EGM either by attending in person at Webjet Limited’s corporate office situated at Level 2, 509 St Kilda Road, Melbourne, Victoria, or online at https://meetnow.global/MZCZR4J .
In addition to the Demerger Resolution, Webjet Limited shareholders will also be asked to vote on a change of company name from “Webjet Limited” to “WEB Travel Group Limited” ( Change of Name Resolution ) and the issue of Webjet Limited rights to John Guscic under the Webjet Limited Long Term Incentive Plan if the demerger proceeds ( Executive Incentive Resolution ). If approved, the Webjet Limited rights to be issued under the Executive Incentive Resolution will replace the rights to be issued to Mr Guscic if Resolution 4 is approved at Webjet Limited’s Annual General Meeting.[1] The Demerger Resolution is not conditional on the Change of Name Resolution or the Executive Incentive Resolution being approved.
For more information, please refer to the Demerger Booklet. If you have any questions, please contact the Shareholder Information Line on 1300 556 161 (within Australia) or +61 3 9415 4000 (outside Australia) on weekdays between 8:30am and 5:00pm (Sydney time) or visit the Webjet Limited website at https://www.webjetlimited.com/.
1 Please refer to Webjet Limited’s 2024 Notice of Annual General Meeting as released to the ASX on 26 July 2024.
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Level 2, 509 St Kilda Road • Melbourne • Victoria 3004 • Australia. ABN 68 002 013 612
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Authorised for release by the Board of Directors.
For more information, please contact:
Investors
John Guscic Tony Ristevski Managing Director Chief Financial Officer +61 3 9828 9754 +61 3 9828 9592
Carolyn Mole Investor Relations [email protected]
Media
James Strong [email protected] +61 448 881 174
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Level 2, 509 St Kilda Road • Melbourne • Victoria 3004 • Australia. ABN 68 002 013 612
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