M2 GROUP LTD M2 GROUP LTD (ASX: MTU)
VOCUS COMMUNICATIONS LIMITED (ASX: VOC)
DIVIDEND PAYMENT INTENTION
The Independent Expert has concluded that the Merger is in the best interests of M2 shareholders, in the absence of a superior proposal
M2 Directors unanimously recommend that M2 shareholders vote in favour of the Scheme, in the absence of a superior proposal
Subject to the Scheme becoming effective, Vocus expects to pay fully franked dividends totalling 9.5 cents per Vocus share to all shareholders on the Vocus register on the Dividends Record Date, which will be after the Implementation Date. M2 shareholders who hold Vocus shares on the Dividends Record Date will be eligible to receive these dividends, equivalent to 15.44 cents per M2 share
Scheme Meeting to be held on 28 January 2016
Friday 11 December, 2015: M2 Group Ltd ('M2', ASX: MTU) and Vocus Communications Limited ('Vocus', ASX: VOC) are pleased to announce that ASIC has registered the Scheme Booklet in relation to the proposed merger between M2 and Vocus (the 'Merger'), which is proposed to be implemented by a scheme of arrangement between M2 and its shareholders (the 'Scheme'). If the Scheme is approved, M2 shareholders will receive 1.625 New Vocus Shares for each M2 share they hold on the Record Date in accordance with the terms of the Scheme.
A copy of the Scheme Booklet, including the Independent Expert's Report and a notice of Scheme Meeting, is attached to this announcement and is expected to be sent to M2 shareholders, together with associated proxy forms, on or about 18 December 2015. M2 shareholders are encouraged to read the Scheme Booklet in its entirety as it contains important information about the Scheme.
INDEPENDENT EXPERT REPORT
The Independent Expert, Grant Samuel & Associates Pty Limited, has concluded that the Merger is in the best interests of M2 shareholders, in the absence of a superior proposal. Grant Samuel's conclusion should be read in context with the full Independent Expert's Report and the Scheme Booklet attached to this announcement.
BOARD RECOMMENDATION
The M2 Directors unanimously recommend that M2 shareholders vote in favour of the Scheme, in the absence of a superior proposal. Each of the M2 Directors intends to vote any M2 shares held or controlled by them in favour of the Scheme, in the absence of a superior proposal.
SCHEME MEETING
The Scheme Meeting will be held at the Auditorium, Mezzanine Level, 452 Flinders Street, Melbourne, Victoria at 10:30am on 28 January 2016.
All M2 shareholders are encouraged to vote either by attending the Scheme Meeting in person, or by lodging a proxy vote by 10.30am on 26 January 2016. Details of how to lodge a proxy vote are included on the proxy form and in the Scheme Booklet.
INDICATIVE TIMETABLE1
EVENT EXPECTED DATEScheme Booklet dispatched to M2 shareholders On or around 18 December 2015
Scheme Meeting to vote on the Scheme 28 January 2016
Second Court Date for approval of the Scheme 5 February 2016
Effective Date of the Scheme 8 February 2016
Record Date for determining entitlement to Scheme Consideration 15 February 2016 Implementation Date 22 February 2016
Dividends Record Date No later than 20 Business Days after the Implementation Date
The important dates in relation to the Scheme are set out fully in the Scheme Booklet.
DIVIDEND
The Directors of both M2 and Vocus expect that, subject to the Scheme becoming effective, the following dividends will be payable to shareholders who hold Vocus Shares (including new Vocus shares issued to M2 shareholders in accordance with the Scheme) on the relevant dividend record date:
a fully franked interim dividend in respect of the six month period ending 31 December 2015 of M2 and Vocus, of 7.6 cents per Vocus Share ('FY16 Interim Dividend'); and
a fully franked special dividend of 1.9 cents per Vocus Share ('Special Dividend').
The expected FY16 Interim Dividend and the expected Special Dividend total 9.5 cents per Vocus share, which, based on the merger ratio, has an equivalent value of 15.44 cents per M2 share.
Final details in relation to the FY16 Interim Dividend and Special Dividend are expected to be announced to ASX following implementation of the Scheme and reporting for the six months ending 31 December 2015.
1. All dates following the Scheme Meeting are indicative only and subject to change.
The Merged Group Board will subsequently determine the future dividend policy of the Merged Group having regard to its profits, financial position and an assessment of capital required to grow its business.
ENDS
MEDIA & INVESTOR CONTACT DETAILS
Vocus
Greg Slade
p: +61 488 917 882
e: greg@sladeir.com
M2
Debra Mansfield
p: +61 3 9674 6569
e: dmansfield@m2.com.au
For a scheme of arrangement in relation to the proposed acquisition of all of your shares in M2 Group Ltd (ACN 091 575 021) by a wholly-owned subsidiary of
Vocus Communications Limited (ACN 084 115 499)
Time and date of Scheme Meeting
Time: 10.30am Date: 28 January 2016
Place: The Auditorium, Mezzanine Level, 452 Flinders Street, Melbourne, Victoria
THE M2 DIRECTORS UNANIMOUSLY RECOMMEND THAT YOU VOTE IN FAVOUR OF THE SCHEME, IN THE ABSENCE OF
A SUPERIOR PROPOSAL.
THE INDEPENDENT EXPERT HAS CONCLUDED THAT THE MERGER IS IN THE BEST INTERESTS M2 SHAREHOLDERS, IN THE ABSENCE OF A
SUPERIOR PROPOSAL.
Booklet is an important document for all M2 Shareholders and requires immediate attention. You should carefully read this Booklet in its entirety deciding how to vote on the Scheme. If you are in any doubt as to what should do, you should consult an independent, appropriately licensed and authorised financial, legal and/or taxation adviser without delay.
you have any questions or require further information in relation to this or the Scheme you should call the M2 Shareholder Information Line on 853 781 (callers within Australia) or +61 1300 853 781 (callers outside
Australia) on Business Days between 8.30am and 5.30pm (Melbourne time).
Adviser Legal Adviser
|
distributed by
|
