Ann: Update on proposed Scheme of Arrangement - A, page-2

re: Ann: Update on proposed Scheme of Arrange... Hello,

I must avow -I´m a little bit confused.


On the one side they say(any points):

"+ Completion of the conditional A$0.45 per share cash acquisition is now expected in July 2009 (assuming all of the relevant conditions are satisfied and the Scheme proceeds).

+ Applica has agreed to waive the A$0.56 million break fee.

+ The parties have continued to assess the transaction, and have now extended the time in which Applica may complete its due diligence enquiries to 1 May 2009.

+ Island Sky has agreed that Applica will have the right to terminate on 1 May 2009, in its absolute discretion and without giving reasons.

+ New indicative timetable for the Scheme "


Part of the conditions:

"+ Island Sky shareholder and Court approval of the Scheme;

+ the independent expert concluding that the proposed transaction is in the best interest of eligible shareholders;

+ relevant regulatory approvals;

+ no prescribed occurrences as defined in the MIA (eg insolvency);

+ no material transactions as defined in the MIA;

+ no material adverse change as defined in the MIA;

+ due diligence enquiries being satisfactory to Applica; and

+ the outstanding options over ordinary shares and other equity interests in Island Sky held by those USA-based shareholders who will not participate in the Scheme being acquired by Applica, or otherwise dealt with in a manner acceptable to Applica."


"indicative" timetable:

"Event Date
Transaction announced to ASX - 4 November 2008

Amendments to Merger Implementation Agreement and transaction timetable announced to ASX - 20 February 2009

Finalise Scheme Booklet and Independent Expert's Report - 14 May 2009

Lodge Scheme Booklet with ASIC for review - 15 May 2009

Apply to court for first hearing date and lodge application with ASIC - 29 May 2009

First Court Hearing Date - 1 June 2009

Printing and despatch of Scheme Booklet - 5 June 2009

Scheme Meeting held - 6 July 2009

Second Court Hearing Date - 9 July 2009

Lodge court order with ASIC (Effective Date) - 10 July 2009

Record Date - 20 July 2009

Implementation Date - 27 July 2009 "


With a look at the Chart, the market should have any doubts about the success of transaction. If I read the announcement the conditions for the transaction IMO mainly will be better(?? -generally beacause Applica pass on any conditions).

Any idea, where the big hurdle should be?

In addition I must say, that I don`t hope, tha they will be aquired. In contrast, I hope, that it will be failed, in consequence the shareprice weakend &I can add on a few more shares. But I want to understand it. :)


Regards,
Popeye