13 July 2022: Uniti Group Limited (Uniti or Company) (ASX:UWL) wishes to advise that MBC BidCo Pty Ltd (MBC), an entity wholly owned by a consortium comprising The Morrison & Co Infrastructure Partnership, Commonwealth Superannuation Corporation and BIF IV One Holdings LP (a special purpose limited partnership managed by Brookfield), has received written confirmation from the Foreign Investment Review Board (FIRB) that the Commonwealth Government has no objection to the proposed acquisition of Uniti by MBC, via a scheme of arrangement (Scheme).
The receipt of the 'no objection letter' from FIRB satisfies the condition precedent in clause 3.1(a) of the Scheme Implementation Deed (SID) between Uniti and MBC, a copy of which was released to the ASX on 14 April 2022.
The implementation of the Scheme remains subject to certain other conditions, including approval of Uniti Shareholders at the Scheme Meetings, court approval, and the satisfaction or waiver (where capable of waiver) of certain other customary conditions as outlined in clause 3.1 of the SID.1
The Uniti Board continues to unanimously recommend that Uniti Shareholders vote in favour of the Scheme at the Scheme Meetings commencing at 9.30am AEST (Sydney, Melbourne) on Friday, 15 July 2022 for General Shareholders and immediately thereafter for Rollover Shareholders, in the absence of a Superior Proposal and subject to the Independent Expert continuing to conclude that the Scheme is in the best interests of Uniti Shareholders. 2 Subject to these same qualifications, each director of the Uniti Board intends to vote all of the Uniti Shares held or controlled by them in favour of the Scheme.
