Proposed Buy Back. The Proposed Buy Back is an off-market, equal access buy back scheme for 90% of the Company's issued shares of 311,306,779, being 280,176,101. If all offers are accepted, the total consideration for the Buy Back shares will be $4,202,642. Further details are included in the Buy Back Offer booklet.
Proposed Buy Back
The Proposed Buy Back is an off market, equal access buy back scheme for 90% of the Company's issued shares of 311,306,779, being 280,176,101. If all offers are accepted, the total consideration for the Buy Back shares will be $4,202,642.
Back Offer booklet.
As the Proposed Buy Back exceeds 10% of the smallest number of Shares that the Company has had on issue over the 12 months preceding the Proposed Buy Back, it requires shareholder approval by ordinary resolution pursuant to section 257C of the Corporations Act before buy back agreements are entered into, unless they are conditional on shareholder approval being obtained.
The Company has realised its non-cash assets and has paid all creditors, including all employee and tax liabilities. The Board is not aware of any unresolved claims against the Company.
At the date of this document, the Company has a cash balance of $5,100,000. It estimates that the total costs to meet all of its future obligations, conduct an orderly wind down of the entities and to undertake a member's voluntary liquidation will be approximately $888,000 leaving an estimated $4,600,000 to be distributed to shareholders. The Proposed Buy Back will be funded from the Company's cash reserves.
The Board believes that the if all shareholders accept the offers of the Proposed Buy Back it will not materially prejudice the Company's ability to pay its creditors.
Purpose of the Buy Back
The purpose of the Buy Back is to provide Shareholders with the opportunity to sell their Shares, if they wish, prior to the Company being wound up. The Board has obtained advice from PKF (NS) Tax Pty Ltd, its tax advisors, that a share buyback is likely to be the most tax effective way for shareholders to receive the Company's surplus assets.
The Buy Back is also intended to provide Shareholders with the opportunity to realise some or all of their investment in the Company in an otherwise illiquid market.
Summary of the Proposed Buy Back Terms
Further details of the Buy Back, and how to participate in it, are contained in a Buy Back Booklet and Tender Form.
The Buy Back is open to all Shareholders who hold Shares on the Record Date.
Number of Shares on issue and number of Shares to be bought back - there are 311,306,779
Shares on issue as at the date of this Notice. The maximum number of Shares the Company will Buy Back will be 280,176,101 Share (90% of the Company’s issued share capital). The total number of shares in the Buy Back will depend on the level of acceptances by Shareholders.
Offer Price - the Buy Back offer price is $0.015 per Share (Offer Price).
Shareholders' alternative options - if the Buy Back resolution is passed, Shareholders will be able to sell 90% of their Shares back to the Company at the Offer Price. All Shares bought back must be cancelled. Participation in the Buy Back is voluntary and Shareholders can elect whether to sell 90%, or none, of their Shares under the Buy Back. Shareholders that do not participate will need to await the outcome of the members’ voluntary liquidation of the Company. The timing and
completion of that process is uncertain at this stage.
A Shareholder who does not wish to participate in the Buy Back does not need to do anything.
Effect of the Proposed Buy Back: Source of funds and financial effect
The Proposed Buy Back will be fully funded by the Company's cash on hand or at bank. While the Proposed Buy Back will have a negative impact on the quantum of the Company’s cash reserves, in the opinion of the Board the Proposed Buy Back will not materially adversely affect the Company’s ability to fund scheduled future capital expenditure, working capital requirements or otherwise have a material adverse effect on the prospects of the Company
Company's Position Post Proposed Buy Back
There are 311,306,779 shares on issue at the date of this notice of meeting. If all offers are accepted then the Company's assets (consisting solely of cash) will be approximately $888,000. It will have future obligations that are currently estimated to be $500,000. The Board intends to the proceed to wind up the Company through a Member's Voluntary
Liquidation.
Dear Shareholder 1 The Tubi Limited General Meeting will be held as a Virtual Meeting on Wednesday, 26 March 2025 at 11:00am AEDT. Should you wish to attend the Virtual Meeting please refer to the details in the Notice of Meeting. 2 To view the Notice of Meeting, pleaseclick here 3 4 https://www.votingonline.com.au/2begm 5 Important Note: 6 For your voting instructions to be valid and counted towards this meeting please ensure your online lodgement is received no later than11:00am AEDT on Monday, 24 March 2025. Voting instructions received after this time will not be valid for the scheduled meeting. 7 Should you have any queries regarding your holding or the upcoming Tubi Limited General Meeting, please contact Boardroom Pty Limited on 1300 737 760 (within Australia), +61 2 9290 9600 (outside Australia) or email [email protected].
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