Download Second
Supplementary Scheme Booklet
Download
Supplementary Scheme Booklet
Download Scheme Booklet Online Proxy Voting

By voting online before the Scheme Meeting – please click here, you will need to log in to your portfolio or as a Single Holding Login to lodge your vote on-line. Then select ‘Voting’ and follow the prompts to lodge your vote.

The Second Supplementary Scheme Booklet is an update to the Supplementary Scheme Booklet dated 25 September 2020 and contains further information in relation to the proposed acquisition of OptiComm by Uniti by way of a scheme of arrangement. Terms not otherwise defined have the meaning given to them in the Second Supplementary Scheme Booklet.

Developments since Supplementary Scheme Booklet

On 12 October 2020, OptiComm received a proposal from Aware Super Pty Ltd as trustee for Aware Super (formerly known as First State Super) (Aware Super) to acquire OptiComm by way of an off-market takeover bid for $6.50 cash per OPC Share (Aware Takeover Proposal). Following this development, OptiComm notified Uniti of the Aware Takeover Proposal, commenced the matching rights process under the Amended and Restated Scheme Implementation Deed and postponed the Scheme Meeting scheduled to occur on 13 October 2020.

On 15 October 2020, OptiComm received a revised binding offer from Uniti to acquire 100% of OPC Shares (other than OPC Shares owned by Uniti) at an implied value of $6.67 per OPC Share (inclusive of a $0.10 fully franked special dividend, if declared) (Further Revised Uniti Proposal). The implied value of $6.67 is comprised of $5.20 cash per OPC Share (inclusive of the fully franked Special Dividend of $0.10 per OPC Share, if declared) and 1.07 New UWL Shares per OPC Share (which implies $1.4659 per OPC Share calculated on the basis of the closing trading price of UWL Shares on 14 October 2020 of $1.37).

OptiComm considered that the Further Revised Uniti Proposal represented superior value to the Aware Takeover Proposal and was therefore a superior proposal. On this basis, on the same day OptiComm entered into a deed of further amendment and restatement in relation to the Amended and Restated Scheme Implementation Deed with Uniti to give effect to the Further Revised Uniti Proposal.

New Scheme Meeting Date

The Scheme Meeting will be held at 11:00am (AEDT) on Friday, 6 November 2020. OPC Shareholders can participate in the Scheme Meeting by logging in online at https://agmlive.link/OPC20Opens in new window

Voting Record Date and Proxy Forms

All OPC Shareholders other than Uniti on the OptiComm Share Register at 7.00pm (AEDT) on Wednesday, 4 November 2020 (Eligible Shareholders) may vote at the Scheme Meeting online, by proxy, by attorney or, in the case of a corporation, by corporate representative (subject to restrictions on voting rights set out in the Notice of Postponed Scheme Meeting) and will have one vote for each Scheme Share they hold.

Previously validly submitted proxies in respect of the resolutions contained in the previous Notice of Postponed Meeting annexed to the Supplementary Scheme Booklet will be deemed to have been validly submitted in respect of the equivalent resolutions in the Notice of Postponed Meeting annexed to the Second Supplementary Scheme Booklet unless amended or cancelled (Existing Proxies).

If you wish to amend or cancel your Existing Proxy, you must either complete and sign or validly authenticate the personalised proxy form which accompanies the Second Supplementary Scheme Booklet or amend or cancel your Existing Proxy online.

If you do not have an Existing Proxy and you wish to vote by proxy, you must either complete and sign or validly authenticate the personalised proxy form which accompanies the Second Supplementary Scheme Booklet or lodge your proxy online at www.linkmarketservices.com.auOpens in new window

Please note the new deadline for receipt of proxy forms is 11:00am (AEDT) on Wednesday, 4 November 2020.

OptiComm Directors’ Recommendation

The OptiComm Directors, in the absence of a Superior Proposal, unanimously recommend that Eligible Shareholders vote in favour of both the resolution to amend the Original Scheme and the resolution to approve the Scheme as amended. Refer to the Chairman's Letter in the Scheme Booklet dated 7 August 2020 which sets outs the directors’ interests in relation to the Scheme.