GFF
15/12/2014 08:31
S/A
PRICE SENSITIVE
REL: 0831 HRS Goodman Fielder Limited
S/A: GFF: Scheme Booklet Registered With ASIC
o Scheme Booklet, including Independent Expert's Report, registered with ASIC
o Independent Expert concludes Scheme is fair and reasonable and in the best
interests of Goodman Fielder shareholders
o Scheme Booklet to be sent to shareholders on or about 22 December 2014
o Scheme meeting to be held on 26 February 2015
o NZX grants Goodman Fielder waiver from NZX Listing Rule 6.2.6(b) in
relation to proxy voting
Goodman Fielder today announced that the Australian Securities and
Investments Commission had registered the Scheme Booklet in relation to the
proposed acquisition of Goodman Fielder by Wilmar International Limited and
First Pacific Company Limited via a Scheme of Arrangement ("Scheme").
If the Scheme is approved by the requisite majority of Goodman Fielder
shareholders (other than certain excluded shareholders) and all other
conditions precedent are satisfied or waived (as applicable), Goodman Fielder
shareholders will receive a payment of A$0.675 cash per share on the
implementation date (currently expected to be 17 March 2015*) or as soon as
practicable thereafter.
A requisite majority means a majority in number (more than 50%) of Goodman
Fielder shareholders (other than certain excluded shareholders) and at least
75% of the total number of votes cast on the Scheme Resolution at the Scheme
meeting by Goodman Fielder shareholders (other than certain excluded
shareholders) present and voting at the Scheme meeting (either in person or
by proxy).
A copy of the Scheme Booklet, which includes an Independent Expert's Report
and a notice of Scheme meeting, is attached to this announcement. Copies of
the Scheme Booklet will be sent to Goodman Fielder shareholders on or about
22 December 2014 (and those shareholders who have previously nominated an
electronic means of notification to Goodman Fielder's share registry will be
able to access the materials electronically).
The Independent Expert, Deloitte Corporate Finance Pty Limited, has concluded
that the Scheme is fair and reasonable and therefore in the best interests of
Goodman Fielder shareholders (other than certain excluded shareholders).
Deloitte has assessed the fair market value of Goodman Fielder at between
A$0.646 and A$0.755 per share. The Scheme Consideration of A$0.675 cash per
Goodman Fielder share is within this range. The conclusion of Deloitte should
be read in conjunction with the full Independent Expert's Report and the
Scheme Booklet.
The Board of Goodman Fielder continues to unanimously recommend that Goodman
Fielder shareholders vote in favour of the Scheme, in the absence of a
superior proposal.
The Scheme meeting will be held on 26 February 2015.
The voting rules for the Scheme meeting permit the Chairman of the Scheme
meeting to vote any valid proxies received which do not nominate the identity
of a proxy, or in respect of which the nominated proxy does not attend, or
vote at, the Scheme meeting:
(a) in accordance with any direction in that proxy; or
(b) if no direction is included in that proxy, in favour of the resolution,
at the Scheme meeting.
NZX has granted Goodman Fielder a waiver from NZX Listing Rule 6.2.6(b) to
permit proxy voting in the manner described above. This waiver is briefly
described in section 11.9 of the Scheme Booklet and in the notice of Scheme
meeting. A copy of NZX's waiver decision will be available on the NZX Market
Announcement Platform once released by NZX.
Goodman Fielder will continue to keep shareholders updated on any material
developments.
*********
* Dates are subject to change pending the progress of regulatory approvals.
For further information contact:
Martin Cole
Director, Corporate Affairs
+61 2 8899 7272
End CA:00258886 For:GFF Type:S/A Time:2014-12-15 08:31:41
