Scheme of Arrangement

Important notice

Nature of the document

The Scheme Booklet provides GBST Shareholders with information about the proposed acquisition of GBST by FNZ Sub, a wholly-owned Subsidiary of FNZ. It includes the explanatory statement required by Part 5.1 of the Corporations Act in relation to the Scheme.

You should review all of the information in the Scheme Booklet carefully. Section 1.1 sets out the reasons why you should vote in favour of the Scheme and section 1.2 sets out reasons why you may wish to vote against the Scheme.

If you have sold all of your GBST Shares, please disregard the Scheme Booklet.

Defined terms

A number of defined terms are used in the Scheme Booklet. These terms are explained in section 9 of the Scheme Booklet.

No investment advice

The information contained in the Scheme Booklet does not constitute financial product advice and has been prepared without reference to your own investment objectives, financial situation, taxation position or particular needs. It is important that you read the Scheme Booklet in its entirety before making any investment decision and any decision regarding the Scheme. If you are in any doubt in relation to these matters, you should consult with a financial, legal, taxation or other professional adviser.

Not an offer

The Scheme Booklet does not constitute or contain an offer to GBST Shareholders, or a solicitation of an offer from GBST Shareholders, in any jurisdiction.

Foreign jurisdictions

The release, publication or distribution of the Scheme Booklet in jurisdictions other than Australia may be restricted by law or regulation in such other jurisdictions and persons outside of Australia who come into possession of the Scheme Booklet should seek advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable laws or regulations.

The Scheme Booklet has been prepared in accordance with Australian law and the information contained in the Scheme Booklet may not be the same as that which would have been disclosed if the Scheme Booklet had been prepared in accordance with laws and regulations outside Australia.

Regulatory information

This document is the explanatory statement for the scheme of arrangement between GBST and the Scheme Shareholders for the purposes of section 412(1) of the Corporations Act. A copy of the proposed Scheme is included in the Scheme Booklet as Annexure B.

A copy of the Scheme Booklet was provided to ASIC for examination in accordance with section 256C(5) and section 411(2)(b) of the Corporations Act and was lodged with ASIC for registration under section 412(6) of the Corporations Act. It was then registered by ASIC under section 412(6) of the Corporations Act before being sent to GBST Shareholders.

ASIC has been requested to provide a statement, in accordance with section 411(17)(b) of the Corporations Act, that ASIC has no objection to the Scheme. If ASIC provides that statement, then it will be produced to the Court at the time of the Court hearing to approve the Scheme. Neither ASIC nor any of its officers takes any responsibility for the contents of the Scheme Booklet.

Notice of Scheme Meeting

The Notice of Scheme Meeting is set out in Annexure D.

GBST Shareholder"s right to appear at the Second Court Hearing

At the Second Court Hearing, the Court will consider whether to approve the Scheme following the vote at the Scheme Meeting.

Any GBST Shareholder may appear at the Second Court Hearing, expected to be held at 9.15am on Friday 18 October 2019 at the Supreme Court of New South Wales - 184 Phillip St, Sydney NSW 2000.

Any GBST Shareholder who wishes to oppose approval of the Scheme at the Second Court Hearing may do so by filing with the Court and serving on GBST a notice of appearance in the prescribed form together with any affidavit on which the GBST Shareholder proposes to rely.​

Important notice associated with the Court order under section 411(1) of the Corporations Act

The fact that under section 411(1) of the Corporations Act the Court has ordered that a meeting be convened and has directed that an explanatory statement accompany the notice of meeting does not mean that the Court:

  1. has formed any view as to the merits of the proposed scheme or as to how GBST Shareholders should vote (on this matter GBST Shareholders must each reach their own decision); or
  2. has prepared, or is responsible for, the content of the explanatory statement.

Disclaimer as to forward looking statements

The Scheme Booklet contains both historical and forward looking statements. All statements other than statements of historical fact are, or may be deemed to be, forward looking statements.

All forward looking statements in the Scheme Booklet reflect views only as at the date of the Scheme Booklet, and generally may be identified by the use of forward looking words such as 'believe', 'aim', 'future', 'expect', 'anticipate', 'intend', 'foresee', 'likely', 'should', 'planned', 'may', 'estimate', 'potential', or other similar words. Similarly, statements that describe GBST's or the FNZ Group's objectives, plans, goals or expectations are or may be forward looking statements.

Any statements contained in the Scheme Booklet about the impact that the Scheme may have on the results of GBST's operations, and the advantages and disadvantages anticipated to result from the Scheme, are also forward looking statements.

All forward looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to differ materially from the anticipated results, performance or achievements expressed, projected or implied by those forward looking statements.

The operations and financial performance of GBST are subject to various risks, including those summarised in the Scheme Booklet, which may be beyond the control of GBST and/or the FNZ Group. GBST Shareholders should note that the historical financial performance of GBST provides no assurance of the future financial performance of GBST (whether the Scheme is implemented or not). Those risks and uncertainties include factors and risks specific to the industry in which GBST operates as well as general economic conditions, prevailing exchange rates and interest rates and conditions in the financial markets. As a result, the actual results of operations and earnings of GBST following implementation of the Scheme, as well as the actual advantages of the Scheme, may differ significantly from those that are anticipated and may never be achieved.

The forward looking statements included in the Scheme Booklet are made only as of the date of the Scheme Booklet.

Although GBST believes that the views reflected in any forward looking statements included in the GBST Information have been made on a reasonable basis, no assurance can be given that such views will prove to have been correct.

None of the GBST Group, the FNZ Group, the GBST Group's officers, the FNZ Group's officers, any persons named in the Scheme Booklet with their consent or any person involved in the preparation of the Scheme Booklet makes any representation or warranty (express or implied) as to the likelihood of fulfilment of any forward looking statement, or any events or results expressed or implied in any forward looking statement, except to the extent required by law. You are cautioned not to place undue reliance on any forward looking statement.

All subsequent written and oral forward looking statements attributable to any member of the GBST Group or any member of the FNZ Group or any person acting on their behalf are qualified by this cautionary statement.

Subject to any continuing obligations under relevant laws or the listing rules of a relevant exchange, the GBST Group and the FNZ Group do not give any undertaking to update or revise any such statements after the date of the Scheme Booklet, to reflect any change in expectations in relation thereto or any change in events, conditions or circumstances on which any such statement is based.

Responsibility statement

GBST is solely responsible for the GBST Information. The FNZ Group and its directors and officers do not assume any responsibility for the accuracy or completeness of any information contained in the Scheme Booklet other than the FNZ Information.

FNZ and FNZ Sub are solely responsible for the FNZ Information. GBST and the GBST Directors and officers do not assume any responsibility for the accuracy or completeness of the FNZ Information.

Grant Thornton has prepared the Independent Expert’s Report in relation to the Scheme and is solely responsible for that report. The Independent Expert’s Report is set out in Annexure A.

RSM has provided and is solely responsible for the information contained in section 7. Neither the GBST Group nor the FNZ Group, nor any of their respective directors and officers, assumes any responsibility for the accuracy of the information contained in section 7. RSM does not assume any responsibility for the accuracy or completeness of the information contained in the Scheme Booklet other than that contained in section 7.

Link has had no involvement in the preparation of any part of the Scheme Booklet other than being named as the GBST Share Registry. Link has not authorised or caused the issue of, and expressly disclaims and takes no responsibility for, any part of the Scheme Booklet.

Privacy

GBST, FNZ and FNZ Sub may collect personal information in the process of implementing the Scheme. Such information may include the name, contact details and shareholdings of GBST Shareholders and the names of persons appointed by those persons to act as a proxy, attorney or corporate representative at the Scheme Meeting. The primary purpose of the collection of personal information is to assist GBST, FNZ and FNZ Sub to conduct the Scheme Meeting and implement the Scheme. Personal information of the type described above may be disclosed to the GBST Share Registry, print and mail service providers, authorised securities brokers, Related Bodies Corporate of GBST, FNZ and FNZ Sub, and GBST's and the FNZ Group’s advisers and service providers. GBST Shareholders have certain rights to access personal information that has been collected. GBST Shareholders should contact the GBST Share Registry in the first instance if they wish to access their personal information. GBST Shareholders who appoint a named person to act as their proxy, attorney or corporate representative should ensure that they inform that person of these matters.

Effect of rounding

A number of figures, amounts, percentages, estimates, calculations of value and fractions in the Scheme Booklet are subject to the effect of rounding. Accordingly, the actual calculation of these figures may differ from the figures set out in the Scheme Booklet.

Times

Unless otherwise stated, all times referred to in the Scheme Booklet are times in Sydney, Australia.

Currency and exchange

Unless otherwise stated, all dollar amounts in the Scheme Booklet are in Australian dollars and all share prices and trading volumes refer to GBST Shares trading on ASX.

Date of the Scheme Booklet

The Scheme Booklet is dated 11 September 2019.