Information Memorandum Relating to the Proposed Demerger of the Tuas Group by Way of an In-Specie Dividend of Tuas Shares
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INFORMATION MEMORANDUM RELATING TO THE PROPOSED DEMERGER OF THE TUAS GROUP BY WAY OF AN IN-SPECIE DIVIDEND OF TUAS SHARES This document is important and requires your immediate attention. It should be read in its entirety. If you do not understand its contents, or are in doubt as to the course that you should follow, you should consult your professional adviser. FINANCIAL ADVISER LEGAL ADVISER TELECOM Important notices Important notices Demerger of the Tuas Group any statement in, this Information Tuas Directors, TPG Singapore, the TPG This Information Memorandum is issued Memorandum. The fact that ASX may Singapore Directors, TPG Australia, the by Tuas Limited ACN 639 685 975 (Tuas), admit Tuas to the Official List should not TPG Australia Directors or any other a company registered in Australia, for the be taken in any way as an indication of person in connection with the Demerger. purposes of its application for admission the merits of an investment in Tuas. You should rely only on information in to the Official List of ASX and for Tuas this Information Memorandum. Shares to be granted Official Quotation Capital raisings on the securities exchange conducted Tuas has not raised any capital for the Responsibility for information by ASX. three months before the date of this The information contained in this Information Memorandum, and will Information Memorandum has been TPG Australia Shareholders are not need to raise any capital for three prepared by Tuas and is the responsibility encouraged to read this Information months after the date of this Information of Tuas. Memorandum in its entirety. If you are in Memorandum.1 doubt about any of the matters detailed KPMG Transaction Services has prepared in this Information Memorandum, you Note to Shareholders the Investigating Accountant’s Report set should obtain independent professional The information contained in this out in Section 8 and takes responsibility advice. Information Memorandum is not for that report. investment or financial product advice Purpose of this Information and has been prepared as general Obtaining a copy of this Memorandum information only, without consideration Information Memorandum The purpose of this Information of your particular investment objectives, An electronic version of this Information Memorandum is to explain the terms of financial situation or needs. Memorandum will be available at the Demerger and the manner in which www.tuas.com.au to Eligible TPG It is important that you read this the Demerger will be implemented and Australia Shareholders. This Information Information Memorandum carefully and to provide certain information required Memorandum is not available to in full. by law. Ineligible TPG Australia Shareholders. In particular, you should consider the This Information Memorandum does If you access the electronic version of this Financial Information presented in not contain detailed information on the Information Memorandum, you should Section 5 and the risk factors that could TPG Australia Scheme. The TPG Australia ensure that you download and read this affect the business, financial condition Scheme is a separate transaction and Information Memorandum in its entirety. and future financial performance of detailed information about the TPG TPG Singapore. You should carefully You may obtain a paper copy of this Australia Scheme is contained in the TPG consider these risks in light of your Information Memorandum (free of Australia Scheme Booklet which was sent particular investment objectives, charge) by telephoning the Shareholder to TPG Australia Shareholders at the same financial situation and needs (including Information Line on 1300 855 080 (within time as this Information Memorandum. financial and taxation issues) and seek Australia) between 8:30am and 5:00pm TPG Australia Shareholders should read professional advice from your accountant, (Sydney time), Monday to Friday. If you the TPG Australia Scheme Booklet in its financial adviser, stockbroker, lawyer are an Eligible TPG Australia Shareholder entirety. or other professional adviser if you do and are calling from outside Australia, This Information Memorandum: not understand the contents of this you should call +61 3 9415 4000 between 8:30am and 5:00pm (Sydney time), • is not a prospectus or disclosure Information Memorandum. Some Monday to Friday. document lodged with ASIC under the of the key risk factors that should be Corporations Act; and considered by holders of Tuas Shares are Statement of past performance set out in Section 7 of this Information • does not constitute or contain any This Information Memorandum Memorandum. There may be risk factors offer of Tuas Shares for subscription or includes information regarding the past in addition to these that should be purchase or any invitation to subscribe performance of TPG Singapore. You considered in light of your personal for or buy Tuas Shares. should be aware that past performance circumstances. should not be relied upon as being ASX listing Except as required by law (in which indicative of future performance. This Information Memorandum is dated case, only to the extent required), no Financial Information 19 May 2020 and was lodged with ASX person named in this Information Section 5 sets out in detail the Financial on or about that date. This Information Memorandum, nor any other person, Information referred to in this Information Memorandum contains all the information warrants or guarantees the performance Memorandum and the basis of that would be required under section 710 of Tuas, the repayment of capital by preparation of that Financial Information. of the Corporations Act if the Information Tuas or any return on investment in Tuas Memorandum were a prospectus offering Shares made pursuant to this Information Investigating Accountant’s Report for subscription the same number of Tuas Memorandum. Shares as will be transferred pursuant to on the Tuas Group Pro Forma the Demerger and for which quotation on No person is authorised to give Historical Statement of Financial ASX will be sought. any information or to make any Position and financial services representation in connection with guide Tuas has applied for admission to the the Demerger which is not contained The provider of the Investigating Official List and for Official Quotation of in this Information Memorandum. Accountant’s Report on the Tuas all Tuas Shares on ASX. Any information or representation Group Pro Forma Historical Statement Neither ASIC nor ASX, nor any of not contained in this Information of Financial Position is required to their respective officers, takes any Memorandum may not be relied on as provide Australian retail clients with a responsibility for the contents of, or having been authorised by Tuas, the financial services guide in relation to the 1. As part of preparing for the implementation of the Demerger, Tuas may issue Tuas Shares to TPG Australia as part of the pre-Demerger restructure steps summarised in Section 2.3.2. ii | TUAS LIMITED Information Memorandum review under the Corporations Act. The markets, market sizes, market shares, and observe any such restrictions. Any Investigating Accountant’s Report and market segments, market positions and failure to comply with such restrictions accompanying financial services guide other industry data pertaining to TPG may constitute a violation of applicable are provided in Section 8. Singapore’s business and markets. Tuas securities laws. Tuas disclaims all liabilities has obtained significant portions of to such persons. Forward looking statements this information from market research TPG Australia Shareholders who are This Information Memorandum contains prepared by third parties. forward looking statements, which nominees, trustees or custodians are may be identified by words such as You should note that market data and encouraged to seek independent advice “anticipates”, “may”, “should”, “could”, “likely”, statistics are inherently predictive and as to how they should proceed. “believes”, “estimates”, “expects”, “targets”, subject to uncertainty and not necessarily This Information Memorandum may “predicts”, “projects”, “forecasts”, “intends”, reflective of actual market conditions. not be distributed to, or relied upon by, “guidance”, “plan” and other similar words There is no assurance that any of the persons in the United States. Tuas Shares that involve risks and uncertainties. forecasts or projections in the surveys and have not been, and will not be, registered reports of any third party that are referred under the United States Securities Act of These forward looking statements are to in this Information Memorandum will 1933, as amended (US Securities Act) based on an assessment of current be achieved. Tuas has not independently or the securities laws of any state or economic and operating conditions, and verified, and cannot give any assurances other jurisdiction of the United States on a number of assumptions regarding to the accuracy or completeness and may not be offered, sold, pledged future events and actions that, at the of, this market and industry data or or transferred directly or indirectly, in the date of this Information Memorandum, the underlying assumptions used in United States unless the Tuas Shares have are expected to take place. Tuas does generating this market and industry data. not undertake to, and does not intend been registered under the US Securities to, update or revise any forward looking Estimates involve risks and uncertainties Act or