Download Scheme Booklet Online Proxy Voting

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Overview

On 15 June 2020, OptiComm and Uniti announced that they had entered into a Scheme Implementation Deed under which Uniti agreed to acquire 100% of the issued capital in OptiComm. The acquisition is to be conducted by scheme of arrangement and is subject to several conditions, including shareholder, Court, regulatory approvals and other customary conditions.

If the Scheme is approved and implemented, OPC Shareholders will receive Scheme Consideration of either:

  • $5.10 cash per OPC Share (All Cash Consideration Option);
  • 3.4228 UWL Shares for each OPC Share (All Scrip Consideration Option);
  • 75% Cash Consideration and 25% Scrip Consideration (Mixed Consideration Option 1) equating to $3.825 cash and 0.8557 UWL Shares for each OPC Share;
  • 50% Cash Consideration and 50% Scrip Consideration (Mixed Consideration Option 2) equating to $2.550 cash and 1.7114 UWL Shares for each OPC Share; or
  • 25% Cash Consideration and 75% Scrip Consideration (Mixed Consideration Option 3) equating to $1.275 cash and 2.5671 UWL Shares for each OPC Share,

subject to the Scaleback Mechanisms.1

The OptiComm Board has determined to pay the Special Dividend of $0.10 per OPC Share, conditional on the Scheme being approved and becoming Effective.  The Special Dividend is intended be paid on the Special Dividend Payment Date to OPC Shareholders who hold OPC Shares on the Special Dividend Record Date.  OPC Shareholders who are entitled to the Special Dividend may be entitled to a franking credit of up to approximately $0.043 per OPC Share.  Whether you will be able to realise the full benefit of franking credits attached to any Special Dividend will depend on your tax status and specific circumstances.  OPC Shareholders should seek independent taxation advice in respect of this matter and refer to Section 9 of the Scheme Booklet.


1 Allocation will be subject to scaleback (if necessary) on a pro rata basis to ensure that, for all of the OPC Shares to be acquired by Uniti under the Scheme, the maximum cash required to be payable as Scheme Consideration by Uniti is ~$406.75m (the Aggregate Cash Consideration) and the maximum shares to be issued by Uniti is ~84.996 m (the Aggregate Scrip Consideration).