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ASX RELEASE
4 MARCH 2022
SCHEME OF ARRANGEMENT EFFECTIVE
Over the Wire Holdings Limited (ASX: OTW) is pleased to announce that it has lodged with the Australian Securities and Investments Commission the orders made by the Federal Court of Australia approving the proposed acquisition of 100% of the shares in OTW by Aussie Broadband Limited (ASX: ABB) by way of a scheme of arrangement.
Accordingly, the Scheme is now legally effective. A copy of the Court orders is attached to this announcement.
It is expected that trading in the Company's shares will be suspended from close of trading today.
Further information
OTW Shareholders who have questions in relation to the Scheme should contact the OTW Shareholder Information Line on 1800 645 237 (within Australia) or +61 1800 645 237 (outside Australia) between 8.30am and 5.30pm AEDT between Monday to Friday (excluding public holidays in Australia).
This announcement was authorised for release to the market by the Chair of OTW.
For further information, please contact:
Mike Stabb
Company Secretary
+61 7 3847 9292
mike.stabb@overthewire.com.au
About Over the Wire Holdings Limited
Over the Wire Holdings Limited (ASX: OTW) is an ASX listed telecommunications, cloud and IT solutions provider that has a national network with points of presence in all major Australian capital cities and Auckland, NZ. The company offers an integrated suite of products and services to business customers including Data Networks and Internet, Voice, Data Centre co-location, Cloud and Managed Services.
Over the Wire Holdings Limited companies include Over the Wire, NetSIP, FaktorTel, Sanity Technology, Telarus, VPN Solutions, Access Digital Networks, Comlinx, Zintel Communications, Fonebox and Digital Sense.
For further information, visit www.overthewire.com.au
Over the Wire Holdings Limited | ABN: 89 151 872 730 |
Level 24, 100 Creek St, Brisbane, QLD 4000, Australia | |
P: 1300 689 689 I: +61 7 3847 9292 | W: www.overthewire.com.au |
For personal use only
Federal Court of Australia
District Registry: New South Wales
Division: General | No: NSD2/2022 |
OVER THE WIRE HOLDINGS LIMITED and another named in the schedule | |
Plaintiff | |
ORDER | |
JUDGE: | JUSTICE HALLEY |
DATE OF ORDER: | 03 March 2022 |
WHERE MADE: | Sydney |
THE COURT ORDERS THAT:
- Pursuant to s 411(4)(b) of the Corporations Act 2001 (Cth) (Act), the scheme of arrangement between the plaintiff and its shareholders, in the form of Exhibit 4 in the proceeding, be approved.
- The plaintiff lodge with the Australian Securities and Investments Commission a copy of the approved scheme of arrangement at the time of lodging a copy of these Orders.
- Pursuant to s 411(12) of the Act, the Plaintiff be exempted from compliance with s 411(11) in relation to Order 1 above.
Date that entry is stamped: 3 March 2022
Prepared in the New South Wales District Registry, Federal Court of Australia Level 17, Law Courts Building, Queens Square, Telephone 1300 720 980
- 2 -
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Schedule
No: NSD2/2022
Federal Court of Australia
District Registry: New South Wales
Division: General
Interested Person | AUSSIE BROADBAND LIMITED ACN 132 090 192 |
Prepared in the New South Wales District Registry, Federal Court of Australia Level 17, Law Courts Building, Queens Square, Telephone 1300 720 980
For personal use only
Scheme of Arrangement
Over The Wire Holdings Limited
Scheme Participants
Level 13, Collins Arch
447 Collins Street
Melbourne VIC 3000
Australia
- +61 3 9252 2555 F +61 3 9252 2500
Ref: JDR:SOW:22105940
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Contents
1. | Definitions and interpretation | 1 |
2. | Preliminary | 6 |
3. | Conditions | 7 |
4. | Implementation | 8 |
5. | Scheme Consideration | 9 |
6. | Dealings in Scheme Shares | 16 |
7. | Quotation of Shares | 17 |
8. | General Scheme provisions | 17 |
9. | General | 20 |
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Over the Wire Holdings Ltd. published this content on 04 March 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 04 March 2022 04:15:02 UTC.