Ann: VIT enters into Scheme Implementation Deed-VIT.AX, page-96

Management won't give a two hoots about us. They are getting shares in new company. Very disappointed.

(b)
in relation to anything that would be fully or partly prohibited or restricted by law if a
Governmental Agency intervened or acted in any way within a specified period after
lodgement, filing, registration or notification, the expiry of that period without intervention
or action.
Related Body Corporate
of a person, means:
(a)
a related body corporate of that person under section 50 of the Corporations Act and
includes any body corporate that would be a related body corporate if section 48(2) of the
Corporations Act was omitted; and
(b)
in respect of a Guarantor, includes any fund, limited partnership or other collective
investment vehicle which is managed or controlled by that Guarantor (or its general
partner) or a related body corporate (as referred to paragraph (a) above) of that
Guarantor.
Relevant Interest
has the meaning given in the Corporations Act.
Relevant Notice
has the meaning given to that term in clause 12.6(a)( ).
Relevant Proportion
means the following proportions:
(a)
Primavera or Primavera Capital Fund ll (as the case may be): 40%; and
(b)
SIIC Medical Science or Shanghai Pharnna (as the case may be): 60%.
Rival Acquirer
has the meaning given to that term in clause 12.6(a)(vii).
RG 60
means ASIC Regulatory Guide 60 issued by ASIC.
Scheme
means the proposed scheme of arrangement pursuant to Part 5.1 of the Corporations
Act between Target and Scheme Shareholders in respect of all Scheme Shares, substantially in
the form to be agreed by the parties acting in good faith, subject to any alterations or conditions
made or required by the Court under section 411(6) of the Corporations Act and approved in
writing by each party.
Scheme Booklet
means the explanatory booklet to be prepared by Target in respect of the
Proposed Transaction in accordance with the terms of this deed and to be despatched to Target
Shareholders and which must:
(a)
include the information in clause 7.3(b); and
(b)
comply with the Corporations Act, Corporations Regulations, AG 60 and the Listing Rules.
Scheme Consideration
means, in respect of each Scheme Share held by:
(a)
a Scheme Shareholder (other than a Management Shareholder), $2.25 in cash less the
amount of any Permitted Dividend; and
(b)
a Scheme Shareholder which is a Management Shareholder, both:
(0
that number of HK HoldCo Shares for each Target Management Share held by
that Management Shareholder calculated using the following formula:
(2.25—P)
V
, where:
the amount of any Permitted Dividend paid or to be paid; and
V
=
the A$ equivalent (on the date of funding and by no later than 1 Business Day before
the Implementation Date) of the aggregate amount of equity or other forms of funding
provided by Primavera and SIIC Medical Science or their affiliates to HK HoldCo
divided by the number of ordinary shares in HK HoldCo on issue on the
Implementation Date;
and
(ii)
$2.25 in cash, less the amount of any Permitted Dividend in respect of each
Scheme Share for which that Management Shareholder (or its nominee) did not
receive HK HoldCo Shares.