Dear shareholders
As foreshadowed in section 9.4 of the scheme booklets for Associated Advisory Practices Ltd (AAP) and
Associated Advisory Practices (No 2) Ltd (AAP2) dated 19 July 2013 (Scheme Booklets), AAP and AAP2
wish to advise shareholders of the status of the conditions precedent summarised in section 9.2 of the
Scheme Booklets. Terms capitalised in this notice have the same meanings defined in the Scheme
Booklets or supplementary scheme booklets dated 18 September 2013 (Supplementary Scheme
Booklets) unless otherwise defined.
On the Second Court Date (4 October 2013), each of AAP, AAP2 and Centrepoint Alliance Limited (CAF)
are required to provide the court with a certificate confirming whether all of the conditions have been
satisfied or waived as at 8.00am on the Second Court Date.
The following table sets out AAP’s and AAP2’s understanding of the status of each condition precedent as
at 30 September 2013:
Benefiting
party
Condition
Description
Status
(a)
No prohibitive
orders
Prior to 8.00am on the Second Court
Date, there being no temporary,
preliminary or permanent injunction
or other order issued by any Court
or other legal restraint or prohibition
preventing the Schemes from being
completed.
AAP, AAP2
and CAF
AAP and AAP2 are not aware of
any fact or matter that would
cause this condition to not be
satisfied or waived by 8.00am on
the Second Court Date.
(b)
Orders convening
Scheme Meetings
The Court orders the convening of
the Scheme Meetings, under section
411(1) of the Corporations Act.
AAP, AAP2
and CAF
The Court made applicable orders
on 15 July 2013 and 17
September 2013.
AAP and AAP2 consider that this
condition has been satisfied.
(c)
Shareholder
approval
AAP and AAP2 Shareholders (as
applicable) resolving to approve the
Schemes at the Scheme Meetings,
by the requisite majority in
accordance with the Corporations
Act.
AAP, AAP2
and CAF
This condition cannot be satisfied
until the Scheme Meetings have
been held.
(d)
Independent
Expert’s Report
The Independent Expert concluding
that the Schemes are in the best
interests of AAP and AAP2
Shareholders (as applicable).
AAP, AAP2
and CAF
The Revised Independent Expert’s
Reports are attached to the
relevant Supplementary Scheme
Booklet.
AAP and AAP2 consider that this
condition has been satisfied.
(e)
Court approval of
Schemes
The Court approving the Schemes in
accordance with section 411(4)(b) of
the Corporations Act.
AAP, AAP2
and CAF
This condition cannot be satisfied
until the Second Court Date.
(f)
AAP and AAP2
representations
and warranties
AAP and AAP2 Warranties being
true and correct in all material
respects on the date of the
Implementation Deed and at 8.00am
on the Second Court Date.
CAF
AAP and AAP2 are not aware of
any fact or matter that would
cause this condition to not be
satisfied or waived by 8.00am on
the Second Court Date.
Benefiting
party
Condition
Description
(g)
CAF
representations
and warranties
CAF Warranties being true and
correct in all material respects on
the date of the Implementation Deed
and at 8.00am on the Second Court
Date.
AAP and
AAP2
AAP and AAP2 are not aware of
any fact or matter that would
cause this condition to not be
satisfied or waived by 8.00am on
the Second Court Date.
(h)
No change to
Board
recommendation
No Director changing their
recommendation to AAP and AAP2
Shareholders to vote in favour of the
Schemes.
CAF
The Non-Executive Directors of
AAP and AAP2 have not changed
their recommendation.
AAP and AAP2 are not aware of
any fact or matter that would
cause this condition to not be
satisfied or waived by 8.00am on
the Second Court Date.
(i)
No competing
proposal
AAP and AAP2 not having entered
into any document, arrangement or
understanding with a third party in
relation to a competing proposal.
CAF
AAP and AAP2 are not aware of
any fact or matter that would
cause this condition to not be
satisfied or waived by 8.00am on
the Second Court Date.
(j)
Prescribed
occurrence and
material adverse
change not
occurring
Between the date of the
Implementation Deed and 8.00am
on the Second Court Date, none of
the following occurring:
AAP, AAP2
and CAF
AAP and AAP2 are not aware of
any fact or matter that would
cause this condition to not be
satisfied or waived by 8.00am on
the Second Court Date.
(A) AAP Prescribed Occurrence;
Status
(B) CAF Prescribed Occurrence;
(C) AAP Material Adverse Change;
or
(D) CAF Material Adverse Change.
(k)
No AAP or AAP2
securities issues
or distributions
Prior to 8.00am on the Second Court
Date, no shares or options over
unissued shares in AAP or AAP2
have been issued by AAP or AAP2
and no existing options over AAP or
AAP2 shares have been exercised,
and AAP or AAP2 have not
announced, declared or paid any
dividend, bonus or other distribution
of profits or assets to its members.
CAF
No such securities issues or
distributions have been made,
other than as is set out in the
Scheme Booklets.
AAP and AAP2 are not aware of
any fact or matter that would
cause this condition to not be
satisfied or waived by 8.00am on
the Second Court Date.
(l)
ASIC approvals
and consents
Before 8.00am on the Second Court
Date, ASIC gives all approvals and
consents, and takes such other
steps, as are necessary or desirable
to implement the Schemes.
AAP, AAP2
and CAF
This condition cannot be satisfied
until the Second Court Hearing
Date.
However, AAP and AAP2 are not
aware of any fact or matter that
would cause this condition to not
be satisfied or waived by 8.00am
on the Second Court Date.