Greencross Limited
Scheme of Arrangement

Scheme of Arrangement

On 5 November 2018, Greencross announced that it had entered into a Scheme Implementation Agreement with TPG BidCo to acquire 100% of Greencross Shares. The proposed acquisition will be effected via a scheme of arrangement (Scheme or TPG Proposal) (which is a commonly used legal procedure to enable one company to acquire another company), subject to Greencross Shareholder and Court approval, and certain other conditions. Full details of the Scheme are set out in this Scheme Booklet.

Subject to certain conditions which are described below, Greencross Shareholders will have the option to elect to receive the Scheme Consideration (as defined in Section 15) in the following ways and based on their choice made on or prior to the Election Date:

  • Cash Consideration: Cash Consideration (being $5.55 per Greencross Share held by each Greencross Shareholder on the Scheme Record Date, less the amount of any Special Dividend that may be declared and paid by Greencross). A Greencross Shareholder who receives the Cash Consideration will also receive any Special Dividend that may be declared and paid by Greencross in respect of each Greencross Share held by that Greencross Shareholder as at the Special Dividend Record Date; or
  • Mixed Consideration Option 1: Cash Consideration in respect of 50% of their Greencross Shares held on the Scheme Record Date, plus Scrip Consideration in respect of the remaining 50% of their Greencross Shares held on the Scheme Record Date, subject to the qualifications below; or
  • Mixed Consideration Option 2: Cash Consideration in respect of 25% of their Greencross Shares held on the Scheme Record Date, plus Scrip Consideration in respect of the remaining 75% of their Greencross Shares held on the Scheme Record Date, subject to the qualifications below.

In each of Mixed Consideration Option 1 and Mixed Consideration Option 2, the Scrip Consideration will be such number of Class B Shares in Vermont Aus HoldCo Pty Ltd (ACN 626 842 135) (HoldCo) as is equivalent to $5.55 minus the amount of any Special Dividend that may be declared and paid per Greencross Share held on the Scheme Record Date. Each HoldCo Share issued as Scrip Consideration will be a Class B Share in the capital of HoldCo and issued at a notional issue price of $1.00 per HoldCo Share.

If a Special Dividend is declared and paid, a Greencross Shareholder who elects to receive either of the Mixed Consideration Options will also receive any Special Dividend that may be declared or paid by Greencross in respect of each Greencross Share held by that Greencross Shareholder on the Special Dividend Record Date.

Those Greencross Shareholders who are able to realise the full benefit of franking credits could receive additional value of up to $0.09 per Greencross Share if a Special Dividend of up to $0.21 is paid. Whether you will be able to realise the full benefit of the franking credits will depend on your individual circumstances.1


1 Whether a Greencross Shareholder will be able to realise the full benefit of the franking credits will also depend (among other things) on whether a Special Dividend is declared and paid, the value of that Special Dividend, the class ruling issued by the ATO and the circumstances of the Greencross Shareholder. For more information on the Special Dividend see Sections 4.2 and 4.4 of the Scheme Booklet.

The Scheme Booklet contains important information for your consideration about the proposed acquisition of Greencross by Vermont Aus Pty Ltd (TPG BidCo), an entity ultimately owned by the TPG Shareholders.

Download your personalised election form to participate in the Scheme Election. Election Forms must be returned before 7.00pm (Sydney time) Friday, 25 January 2019.