For personal use only
ASX Announcement
28 October 2016
INTECQ SHAREHOLDERS OVERWHELMINGLY VOTE IN FAVOUR OF SCHEME OF ARRANGEMENT
Result of Scheme Meeting
At the Scheme Meeting of Intecq Limited (“Intecq”) held in Sydney today, Intecq shareholders voted
in favour of the Scheme of Arrangement (“Scheme”) under which it is proposed that Tabcorp
Gaming Holdings Pty Ltd, a wholly-owned subsidiary of Tabcorp Holdings Limited (ASX Code: TAH),
acquire all of the issued share capital in Intecq.
Voting Results
Intecq advises that the resolution to approve the Scheme, as set out in the Notice of Meeting, was
passed by the required majorities of Intecq shareholders, with:
96.96% of Intecq shareholders present and voting (either in person or by proxy) in favour of
the resolution; and
99.47% of votes cast in favour of the resolution.
The results for the poll were as follows:
For
Against
Total votes
% For
Abstain(1)
Votes
12,525,713
66,124
12,591,837
99.47%
325
Holders
414
13
427
96.96%
3
The proxies received were as follows:
For
Against
Open
Total votes
% For
Abstain(1)
Votes
12,282,325
66,124
39,192
12,387,641
99.15%
325
Holders
378
13
31
422
89.57%
3
Second Court Hearing
As announced on Friday, 21 October 2016, Intecq will proceed with the Second Court Hearing
scheduled for Tuesday, 4 November 2016. However, Intecq will be seeking leave of the Supreme
Court of New South Wales ("the Court") to adjourn the Second Court Hearing for final orders to a
1
Note that votes relating to a shareholder who abstains from voting are not counted in determining the requisite majorities.
For personal use only
date following receipt of the relevant regulatory approvals, which at this stage is expected to be on 9
December 2016.
The Scheme remains subject to a number of Conditions Precedent. These Conditions Precedent
include the obtaining of the approval of the Australian Competition and Consumer Commission and
other regulatory approvals, and approval of the Court.
If the Court approves the Scheme, Intecq proposes to lodge the Court Orders with ASIC so that the
Scheme becomes Effective as soon as practicable, and no later than the next business day after the
Court Orders are obtained. Intecq shares will be suspended from trading on ASX from the close of
trading of the day the Court Order is lodged with ASIC.
Scheme Consideration
If the Scheme is approved by the Court, Intecq shareholders (as at the Scheme Record Date) will
receive:
$7.15 per Intecq share in cash consideration (“Scheme Consideration”) to be paid on the
Implementation Date, currently expected to occur before 31 December 2016.
Timetable
The indicative timetable to the implementation of the Scheme is as follows:
Event
Indicative Timing
Second Court Hearing Date
9:15am, 4 November 2016
Adjourned Second Court Hearing Date*
9 December 2016
Effective Date*
Early December 2016
Expected last day of trading in Intecq Shares on ASX.
Intecq intends to apply to ASX for Intecq Shares to be
suspended from trading on ASX from close of trading on
the Effective Date*
Early December 2016
Scheme Record Date (for determining entitlements to
Scheme Consideration)*
Mid December 2016
Implementation Date (Scheme Consideration will be
sent to Scheme Shareholders on the Implementation
Date)*
Late December 2016
* Dates remain subject to change based on timing of receipt of the relevant regulatory approvals.
Shareholder Information
For personal use only
If you have any questions in relation to the Scheme, or the Scheme Booklet, please contact the
Intecq Limited Scheme Information Line on 1300 970 086 (within Australia) or +61 1300 970 086
(outside Australia).
For Further Information Call:
Tim Allerton
City PR
(02) 9267 4511 or (0412) 715 707
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