GFF
26/02/2015 14:10
MEETING
PRICE SENSITIVE
REL: 1410 HRS Goodman Fielder Limited
MEETING: GFF: Shareholders Vote in Favour of Scheme
Goodman Fielder shareholders today voted in favour of the proposal from
Wilmar International Limited ("Wilmar") and First Pacific Company Limited
("First Pacific") to acquire 100% of Goodman Fielder (through an Australian
jointly owned entity) via a Scheme of Arrangement ("Scheme").
Addressing shareholders at the Scheme meeting at the company's North Ryde
offices, Goodman Fielder Chairman, Mr Steve Gregg said the transaction was an
attractive value outcome for Goodman Fielder shareholders and also
represented a positive outcome for the company's employees, customers,
suppliers and consumers.
"Recommending shareholders vote in favour of the resolution was not a
decision the Board took lightly. We are very mindful of the iconic status of
Goodman Fielder across Australia and New Zealand and the rich history it
enjoys across this region.
"While in one respect it will be sad to see the company change from public
shareholding to private ownership, I also think it is important to recognise
the significant opportunity that can come from this change.
"Wilmar's scale and distribution networks, together with First Pacific's
experience and both parties' financial resources, will provide meaningful
scale to Goodman Fielder's existing operations and allow the company to grow
its presence further in the Asia Pacific region.
"We've consulted widely with our people through this transaction process, and
they are excited about the future prospects that this change of ownership can
bring for Goodman Fielder," Mr Gregg said.
Voting Results
Goodman Fielder advises that the resolution to approve the Scheme, as set out
in the Notice of Scheme Meeting dated 12 December 2014 was passed by the
requisite majorities of shareholders with:
99.61% of votes cast in favour of the resolution; and
80.24% of Goodman Fielder shareholders present and voting (either in person
or by proxy) in favour of the resolution.
The poll report submitted by the Returning Officer as appointed by Goodman
Fielder is attached to this release.
The poll results were:
FOR; AGAINST; ABSTAIN*; TOTAL VOTES; % FOR
Votes: 1,159,155,645; 4,546,578; 658,417; 1,163,702,223
% of Votes: 99.61%; 0.39%; n/a; 100%; 99.61%
Holders: 1,835; 452; 49; 2,287
% of Holders: 80.24%; 19.76%; n/a; 100%; 80.24%
* Note that votes relating to a shareholder who abstains from voting are not
counted in determining the requisite majorities
The Proxies received were:
FOR; AGAINST; ABSTAIN*; OPEN; TOTAL VOTES
Votes: 1,155,079,796: 4,500,934: 644,690; 3,152,980; 1,162,733,710
% of Votes: 99.34%; 0.39%; n/a; 0.27%; 100%
Holders: 1,483; 445; 45; 321; 2,249
% of Holders: 65.94%; 19.79%; n/a; 14.27%; 100%
* Note that votes relating to a shareholder who abstains from voting are not
counted in determining the requisite majorities
Scheme Consideration
Goodman Fielder has applied to the Federal Court of Australia for approval of
the Scheme at a hearing scheduled for 2 March 2015. If the Scheme is
approved by the Court, eligible Goodman Fielder shareholders who hold shares
on the Scheme Record Date for determining entitlements to receive the Scheme
Consideration (10 March 2015) will receive A$0.675 cash per share. Those
Goodman Fielder Shareholders will be sent the Scheme Consideration on 17
March 2015 (or as soon as reasonably practicable thereafter).
Timetable
Key dates for implementation of the Scheme are set out below.
Second Court Hearing with the Federal Court of Australia for approval of the
Scheme: Monday, 2 March 2015
Effective Date: Tuesday, 3 March 2015
Expected last day of trading in Goodman Fielder Shares on ASX and NZX:
Tuesday, 3 March 2015
Scheme Record Date (for determining entitlements to Scheme Consideration):
Tuesday, 10 March 2015
Implementation Date (Scheme Consideration will be dispatched to Scheme
Shareholders on the Implementation Date or as soon as reasonably practicable
thereafter, expected to be within two Business Days of the Implementation
Date): Tuesday, 17 March 2015
All dates above are indicative only and are subject to Court approval. Any
changes will be announced by Goodman Fielder on ASX and NZX.
********
For further information contact:
Martin Cole
Director, Corporate Affairs
+61 2 8899 7272
End CA:00261183 For:GFF Type:MEETING Time:2015-02-26 14:10:01
