Datafast Telecommunications Limited ABN: 47 073 238 178
Level 8 QV1 Building 250 St George’s Tce Perth WA 6000 Ph: 08 9420 9999 Fax: 08 9481 4777
Datafast & Chariot Sign Merger Agreement
13 July 2005
The Boards of two of Australia’s top 10 Internet Service Providers, Chariot Limited (ASX:CTI)
and Datafast Telecommunications Limited (ASX: DFT) today announced that they have entered
into a Merger Implementation Agreement. The merger is to be effected by scheme of
arrangement between Datafast and its shareholders and will create Australia’s 5th largest ISP.
The merger brings together two of Australia’s top 10 national ISPs and creates a platform for
accelerated aggregation in the Internet and telecommunications sector.
Under the terms of the agreement Datafast shareholders will receive 2 Chariot shares for every
79 Datafast shares held, with Chariot issuing 40 million new Chariot shares to Datafast
shareholders. Upon completion of the merger, Datafast shareholders will then hold approximately
48% of the enlarged issued capital of Chariot on an undiluted basis. Datafast options will also be
acquired or cancelled in an agreed manner.
In addition, Datafast plans to undertake a capital return to its shareholders of up to $1.75 million
at the time of the merger. The amount will be dependent upon Datafast’s trading performance in
the period up until the merger.
The Board of the merged entity will comprise 3 directors nominated by Chariot and 3 directors
nominated by Datafast. Mr Peter Buttery, who is currently the Chairman of Chariot, will be the
Independent Chairman of the combined company. Datafast CEO Simon Ehrenfeld and Chariot
Managing Director Robert Horlin-Smith will act as joint CEOs.
The merged entity will enjoy the following key attributes:
¨ Top 5 National ISP
¨ 275,000 accounts, including 28,000 broadband accounts
¨ Annual revenue of approximately $60m
¨ Significant increase in market capitalisation
With new broadband and voice technologies, the merger achieves the strength and commercial
scale needed to sustain and grow market share at a time leading telcos are increasingly bundling
dial-up and broadband products and services.
“The merger of Datafast with Chariot continues the strong growth of both businesses over the
past two years, in which Chariot and Datafast together have acquired more than 20 other ISPs.
The merger will elevate us into the Top 5 ISPs in Australia with increased turnover and higher
projected earnings,” Datafast CEO Simon Ehrenfeld said today.
Datafast Telecommunications Limited ABN: 47 073 238 178
Level 8 QV1 Building 250 St George’s Tce Perth WA 6000 Ph: 08 9420 9999 Fax: 08 9481 4777
“We expect a significant upwards re-rating of the enlarged enterprise as synergies from the
merger provide a true national ISP and broadband network with strong revenue, earnings and
dividends,” Chariot Managing Director Robert Horlin-Smith said today. “Both companies have
shared a vision to grow their businesses and become a major force in the Internet and
telecommunications industry.”
The boards of Datafast and Chariot believe the proposed merger offers substantial benefits for
both companies. Further details of these benefits and the financial and operational impact of the
proposed merger will be made available through an investor roadshow and associated
presentation pack.
The merger is subject to a number of conditions , including the completion of detailed due
diligence by both parties, court approval, and obtaining the approval of Datafast shareholders.
The scheme of arrangement will be put to Datafast shareholders for the ir approval at a scheme
meeting expected to be held in late November 2005.
Shareholders of both companies will be informed of material developments in relation to this
transaction. Full particulars of the Datafast scheme will be provided to Datafast shareholders in
the coming weeks through a Scheme Booklet which will include an Independent Expert’s Report.
The merger is expected to be completed in December 2005, subject to satisfaction of all
conditions.
Enquiries:
Datafast Telecommunications Limited
Mr Simon Ehrenfeld
Chief Executive Officer
Datafast Telecommunications Limited
(08) 9420 9999
Professional Public Relations
David Tasker
(08) 9388 0944
Chariot Limited
Mr Robert Horlin-Smith
Managing Director
Chariot Limited
(08) 8291 8824
Field Public Relations
Kevin Skinner
(08) 8234 9555
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