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First Court Hearing and Scheme Booklet

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First Court Hearing and Scheme Booklet The Australian St ock Ex change Limit ed Level 4, 20 Bridge Stre et SYDNEY NSW 2000 Attention: C ompany Announc ement Ofc er 28 Oct ober 2016 First Court Hearing and Scheme Booklet BigAir Group Limited (ASX:BGL) (“BigAir” or “Company”) is pleased to advise that the Federal Court of Australia (“Court”) has approved orders to convene meetings of the Company’s shareholders to consider and vote on the Scheme of Arrangement (“Scheme”) under which Superloop Limited will acquire all BigAir shares which it does not already own. A full copy of the Scheme Booklet is attached, as approved by the Court for dispatch to shareholders. The Scheme Booklet includes an Independent Expert Report prepared by Lonergan Edwards & Associates Limited. The Independent Expert has opined that the Scheme is fair and reasonable and in the best interests of BigAir shareholders, in the absence of a superior proposal. Indicative timetable The timetable steps for completion of the Scheme are: Scheme Meeting 11.00am on Wednesday, 7 December 2016 Second Court Date for approval of the Scheme Friday, 9 December 2016 Effective Date Friday, 9 December 2016 Court order lodged with ASIC BigAir Shares suspended from trading on ASX New Superloop shares commence trading on ASX on a deferred Monday, 12 December 2016 settlement basis Record Date for determining entitlement to the Scheme Wednesday, 14 December 2016 Consideration Implementation Date Wednesday, 21 December 2016 Payment of cash consideration and issue of New Superloop Shares Trading of New Superloop Shares commence on ASX on a normal By Thursday, 22 December 2016 settlement basis This timetable is indicative only and, among other things, is subject to the satisfaction of or, where applicable, waiver of the conditions precedent to the Scheme, and to all necessary shareholder and Court approvals. Any variation to the timetable set out above will be announced to ASX. For inv estor and media enquiries please c ontact: Jason Asht on Chief Ex ecutive Ofc er BigAir Group Limit ed 02 9461 0162 | jason@bigair .net.au Ofces: Sydney | Melbourne | Brisbane | Gold Coast | Perth | Australia-Wide Network Scheme Booklet For a scheme of arrangement between BigAir Group Limited (ABN 57 098 572 626) and its shareholders in relation to the proposed acquisition of BigAir Group Limited by Superloop Limited. VOTE IN FAVOUR Your directors unanimously recommend that you vote in favour of the Scheme in the absence of a superior proposal. This is an important document and requires your immediate attention. You should read it in its entirety before deciding whether or not to vote in favour of the Scheme. If you are in any doubt about how to deal with this document, you should consult your financial, legal, taxation or other professional adviser. If you have any questions in relation to this Scheme Booklet or the Scheme, you should call the BigAir Shareholder Information Line on 1300 737 760 (within Australia) or +61 2 9290 9600 (outside Australia) on Business Days between 8.30am and 5.30pm (Sydney time). Legal Adviser Corporate Adviser Contents Section Number Heading Page Important notices 3 Important dates 6 Letter from the Chairman of BigAir 7 Letter from the Chairman of Superloop 9 Key considerations relevant to your vote on the Scheme 10 1. Reasons to vote in favour of the Scheme 14 2. Reasons not to vote in favour of the Scheme 18 3. Other relevant considerations in relation to the Scheme 20 4. Frequently asked questions 21 5. Overview of the Scheme 29 6. Information about BigAir 43 7. Information about Superloop 48 8. Profile of the Merged Group 73 9. Risks associated with the Scheme 94 10. Taxation implications 101 11. Additional information 103 12. Glossary and interpretation 111 Annexure A – Independent Expert's Report 125 Annexure B – Investigating Accountant's Report 198 Annexure C – Scheme of Arrangement 204 Annexure D – Deed Poll 221 Annexure E – Notice of Scheme Meeting 228 2 Important notices Purpose of Scheme Booklet The purpose of this Scheme Booklet is to explain the terms of the Scheme and the manner in which it will be implemented (if approved) and to provide information as is prescribed or otherwise material to the decision of BigAir Shareholders whether to approve the Scheme. Read the entire Scheme Booklet BigAir Shareholders are encouraged to read this Scheme Booklet in its entirety before voting on the Scheme. If you have any questions, you should refer to section 4 (Frequently Asked Questions), visit BigAir's website at www.bigair.com.au or contact the BigAir Information Line on 1300 737 760 (within Australia) or +61 2 9290 9600 (outside Australia). Alternatively, you should contact your financial, legal, taxation or other professional adviser. Responsibility for information BigAir has prepared, and is responsible for, the BigAir Information in this Scheme Booklet. Superloop and its related bodies corporate, directors, officers, employees and advisers do not assume any responsibility for the accuracy or completeness of the BigAir Information. Superloop has provided, and is responsible for, the Superloop Information in this Scheme Booklet, and BigAir and its related bodies corporate, directors, officers, employees and advisers do not assume any responsibility for the accuracy or completeness of the Superloop Information. Lonergan Edwards & Associates Limited has prepared and is responsible for the Independent Expert's Report. None of BigAir, Superloop and their respective related bodies corporate, directors, officers, employees and advisers assume any responsibility for the accuracy or completeness of the information contained in the Independent Expert's Report except, in the case of BigAir and Superloop, in relation to the information given by them respectively to the Independent Expert. A copy of the complete Independent Expert's Report is set out in Annexure A. Deloitte Corporate Finance Pty Limited (Deloitte) has been engaged by Superloop to prepare the Investigating Accountant's report in relation to the compilation of the Pro Forma Historical Information contained in section 8 of this Scheme Booklet and takes responsibility for that report. None of BigAir, Superloop and their respective related bodies corporate, directors, officers, employees and advisers assume any responsibility for the accuracy or completeness of the information contained in that report. A copy of the Investigating Accountant's Report is set out in Annexure B. ASIC and ASX This Scheme Booklet contains the explanatory statement for the Scheme for the purposes of section 412(1) of the Corporations Act. A copy of this Scheme Booklet has been registered with ASIC for the purposes of section 412(6) of the Corporations Act. ASIC has been given an opportunity to review and comment on this Scheme Booklet in accordance with section 411(2) of the Corporations Act. Neither ASIC nor any of its officers is responsible for the contents of this Scheme Booklet. 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. A copy of this Scheme Booklet has been lodged with ASX. Neither ASX nor its officers take any responsibility for the contents of this Scheme Booklet. Important notice associated with Court order under subsection 411(1) of Corporations Act The fact that under subsection 411(1) of the Corporations Act the Court has ordered that a meeting be convened and has approved the Scheme Booklet required to accompany the Notice of Scheme Meeting does not mean that the Court: (a) has formed any view as to the merits of the proposed Scheme or as to how BigAir Shareholders should vote (on this matter BigAir Shareholders must reach their own decision); or (b) has prepared, or is responsible for the content of, the Scheme Booklet. Notice of Second Court Hearing The Scheme is subject to shareholder approval by the requisite majorities and approval of the Court on the Second Court Date. BigAir Shareholders have the right to appear at the Court hearing on the Second Court Date (the Second Court Hearing) and 3 oppose the approval of the Scheme by the Court and be heard, including in opposition to the approval of the Scheme. The Second Court Hearing is expected to be held on Friday, 9 December 2016 at the Federal Court of Australia, Queens Square, Sydney, before Justice Yates. Any BigAir 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 BigAir a notice of appearance in the prescribed form together with any affidavit that the BigAir Shareholder proposes to rely on. Investment decisions This Scheme Booklet is intended for all BigAir Shareholders collectively and does not take into account the investment objectives, financial situation or particular needs of each BigAir Shareholder or any other particular person. This Scheme Booklet should not be relied upon as the sole basis for any investment decision in relation to the Scheme or your BigAir Shares. Before making any investment decision in relation to the Scheme or your BigAir Shares, including any decision to vote in favour of or against the Scheme, you should consider whether that decision is appropriate in light of your particular investment needs, objectives and financial circumstances. If you are in any doubt about what you should do, you should seek independent financial, legal, taxation or other professional advice before making any investment decision in relation to the Scheme or your BigAir Shares. Future matters and intentions Certain statements in this Scheme Booklet relate to the future. The forward looking statements in this Scheme Booklet reflect the current expectations of BigAir, or in relation to the Superloop Information, Superloop.
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