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.

This Supplementary Scheme Booklet is an update to the Scheme Booklet dated 7 August 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 Supplementary Scheme Booklet.

Developments since despatch of the Scheme Booklet

The Original Scheme in Annexure C of the Scheme Booklet included various forms of scheme consideration options at a value of $5.20 per share (inclusive of a fully franked special dividend of $0.10 per OPC Share).

On the evening of 14 September 2020, OptiComm received a revised binding offer from Uniti to acquire 100% of OPC Shares (other than OPC Shares owned by Uniti) at a value of $5.85 per OPC Share, consisting of one fixed consideration option to all Scheme Shareholders, other than Ineligible Foreign Shareholders, of:

  • $4.835 cash per OPC Share (inclusive of a fully franked special dividend of $0.10 per OPC Share, if declared); and
  • 0.80537 New UWL Shares per OPC Share (which implies $1.015 per OPC Share calculated on the basis of the closing trading price of UWL Shares on 11 September 2020 of $1.26),

while Ineligible Foreign Shareholders will receive the Revised All Cash Consideration of $5.85 per OPC Share (inclusive of a fully franked special dividend of $0.10 per OPC Share, if declared) (Revised Uniti Proposal). Under the Revised Uniti Proposal, there are no elections in respect of scheme consideration and no scale-back.

The Cash Consideration and the Scrip Consideration under the Revised Uniti Proposal represents a premium of:

  • 12.50% (based on the closing trading price of UWL Shares on 11 September 2020 of $1.26); or
  • 15.21% (based on the closing trading price of UWL Shares on 7 September 2020 of $1.435),

compared to the consideration of $5.20 offered by Uniti and accepted by OPC in the Original Scheme.

Accordingly, on 15 September 2020, OptiComm entered into a deed of amendment and restatement in relation to the Scheme Implementation Deed to give effect to the Revised Uniti Proposal (Amended and Restated Scheme Implementation Deed).

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.

New Scheme Meeting Date

On 25 September 2020, the Court ordered that the Scheme Meeting now be held virtually at 11:00am on Tuesday, 13 October 2020. OPC Shareholders can participate in the Scheme Meeting by logging in online at https://agmlive.link/OPC20Opens in new window

A full list of the new dates in connection with the Scheme is set out on page 6.

OPC Shareholders should note that in the event that the Scheme Meeting is the subject of a further adjournment, a new meeting date will be set no earlier than 10 clear days after the date on which any further supplementary disclosure is despatched to OPC Shareholders.

Voting Record Date and Proxy Forms

All Eligible Shareholders on the OptiComm Share Register on the Voting Record Date (7.00pm (AEDT) on Sunday, 11 October 2020) 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 submitted proxy forms will not be valid. If you wish to vote by proxy you must either complete and sign or validly authenticate the personalised Proxy Form which accompanies this Supplementary Scheme Booklet or lodge your proxy online.

Due to the short period of notice between release of this document and the new deadline for receipt of Proxy Forms (11:00am (AEDT) on Sunday, 11 October 2020), Eligible Shareholders are encouraged to lodge their Proxy Forms online at www.linkmarketservices.com.auOpens in new window

Scheme Resolutions

The Scheme can only be implemented if both Scheme Resolutions are approved by the Requisite Majorities of OPC Shareholders at the Scheme Meeting to be held at 11:00am (AEDT) on Tuesday, 13 October 2020. Annexure D contains the Notice of Postponed Scheme Meeting.

Your vote is important. You should take into consideration all of the information set out in this Supplementary Scheme Booklet and the Scheme Booklet when deciding whether or not to vote in favour of the Scheme Resolutions. Sections 1.3 to 1.5 of the Scheme Booklet contain further information regarding the virtual Scheme Meeting and your vote and Section 4.2 of the Scheme Booklet summarises the reasons identified by the OptiComm Board as to why you may not want to vote in favour of the Scheme, including risks associated with holding New UWL Shares.

If you have any questions or require further information in relation to this Scheme Booklet or the Scheme, you should call the Shareholder Information Line on 1800 635 323 (or from outside Australia, +61 1800 635 323), Monday to Friday between 8.30am and 5.30pm (AEDT). If you are in any doubt as to what you should do, you should consult an independent, appropriately licensed, and authorised financial, legal and/or tax adviser without delay.