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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