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Scheme Booklet Registered with Asic

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Scheme Booklet Registered with Asic SCHEME BOOKLET REGISTERED WITH ASIC 12 October 2020: Village Roadshow Limited (ASX: VRL) (“VRL”) is pleased to confirm that the Australian Securities and Investments Commission ("ASIC") has today registered the Scheme Booklet for two alternative but concurrent schemes of arrangement under which an entity owned by funds managed by BGH Capital Pty Ltd (“BGH”) proposes to acquire control of VRL ("Structure A Scheme", "Structure B Scheme" and together, "Each Alternative Scheme"). A copy of the Scheme Booklet containing information about Each Alternative Scheme, the Independent Expert's Report and the notices convening the Scheme Meetings accompanies this announcement. Despatch of Scheme Booklet The Scheme Booklet will be available for viewing and downloading at www.vrlscheme.com. The Scheme Booklet will be sent to all VRL shareholders on or before 21 October 2020. VRL shareholders who have elected to receive communications electronically will receive an email which contains instructions about how to view or download a copy of the Scheme Booklet and how to lodge online their election forms for Each Alternative Scheme and their Proxy Forms for the relevant Scheme Meetings. VRL shareholders who have not elected to receive communications electronically will be mailed a letter which contains these instructions and hard copy proxy forms and election forms for Each Alternative Scheme. VRL shareholders who wish to receive a printed copy of the Scheme Booklet may request one by calling the VRL Shareholder Information Line on 1300 163 094 within Australia or +61 3 9415 4151 if outside Australia Monday to Friday between 8.30am and 5.30pm (Melbourne time). Independent expert's report The Scheme Booklet includes an independent expert's report prepared by Grant Samuel & Associates Pty Limited ("Grant Samuel"). Grant Samuel has concluded that, in the absence of a higher offer, Each Alternative Scheme is fair and reasonable and in the best interests of VRL shareholders. Grant Samuel's conclusion should be read in context with the full independent expert's report and the Scheme Booklet. VILLAGE ROADSHOW LIMITED | ABN 43 010 672 054 | LEVEL 1, 500 CHAPEL STREET, SOUTH YARRA, VIC, AUSTRALIA 3141 | T + 61 3 9281 1000 villageroadshow.com.au Internal use only Independent Board Committee's recommendation and voting intention VRL’s independent directors unanimously recommend voting in favour of Each Alternative Scheme, in the absence of a superior proposal. Each independent director intends to vote all VRL Shares held or controlled by them, in favour of Each Alternative Scheme, in the absence of a superior proposal. VRC Related Directors' recommendation and voting intention Mr Robert Kirby, the Executive Chairman of VRL, Mr Graham Burke, Non-Executive Director, and Mr John Kirby, Non-Executive Director ("VRC Related Directors"), each have a material personal interest in the outcome of the Structure A Scheme in their separate capacities as a director and major shareholder of Village Roadshow Corporation Pty Ltd ("VRC"), being the acquirer of all of the VRL Shares (other than those held by VRC and the VRC Principals) under the Structure A Scheme. Accordingly, each of Messrs Robert Kirby, Graham Burke and John Kirby do not desire to make and do not consider themselves justified in making a voting recommendation in relation to the Structure A Scheme. In relation to the Structure B Scheme, each VRC Related Director recommends that VRL Shareholders vote in favour of the Structure B Scheme, in the absence of a superior Proposal. Subject to that same qualification, each VRC Related Director intends to vote all VRL Shares they hold or control in favour of the Structure B Scheme.1 This announcement has been authorised by the VRL Board. For more information: Simon Phillipson Company Secretary +61 3 9281 1000 1 In relation to Messrs Graham Burke and Robert Kirby, VRL Shareholders should have regard to the post implementation board and executive arrangements that will apply in relation to Messrs Graham Burke and Robert Kirby as outlined in Section 12.8 of the Scheme Booklet when considering the voting recommendations of Messrs Graham Burke and Robert Kirby. Page 2 Internal use only VILLAGE ROADSHOW LIMITED ACN 010 672 054 SCHEME BOOKLET For two alternative schemes of arrangement between Village Roadshow Limited and its shareholders in relation to the proposed acquisition of Village Roadshow Limited The notices for each Scheme Meeting are included in this Scheme Booklet. A proxy form for each Scheme Meeting and an election form for Each Alternative Scheme accompany this Scheme Booklet. Due to COVID-19 health risks, each Scheme Meeting will be a virtual (online only) meeting. Full details of how to participate in the virtual (online only) Scheme Meetings are set out in in this Scheme Booklet. VOTE IN FAVOUR YOUR VOTE IS IMPORTANT IN DETERMINING WHETHER EITHER ALTERNATIVE SCHEME PROCEEDS. YOUR INDEPENDENT DIRECTORS UNANIMOUSLY RECOMMEND THAT YOU VOTE IN FAVOUR OF EACH ALTERNATIVE SCHEME, IN THE ABSENCE OF A SUPERIOR PROPOSAL. THIS IS AN IMPORTANT DOCUMENT AND REQUIRES YOUR URGENT ATTENTION. If you are in any doubt as to how to deal with this Scheme Booklet, please consult your legal, financial, taxation or other professional adviser immediately. If after reading this Scheme Booklet you have any questions about Either Alternative Scheme, please contact the VRL Shareholder Information Line on 1300 163 094 (within Australia) or +61 3 9415 4151 (outside Australia) Monday to Friday between 8.30am and 5.30pm (Melbourne time). If you have recently sold all of your VRL Shares, please disregard all enclosed documents. LEGAL ADVISER TO VRL FINANCIAL ADVISER TO VRL Scheme Booklet | 1 OVERVIEW OF THIS SCHEME BOOKLET What is this Scheme Booklet for? This Scheme Booklet has been sent to you to help you understand the terms of two alternative, concurrently proposed schemes of arrangement between VRL and its Shareholders to give effect to an acquisition of VRL by entities owned by funds managed or advised by BGH Capital Pty Ltd (Structure A Scheme, Structure B Scheme and together Each Alternative Scheme or Either Alternative Scheme, as the context requires). Only one of the Structure A Scheme and the Structure B Scheme will proceed, if approved by VRL Shareholders and by the Court. The Structure B Scheme can only proceed (if approved) if the Structure A Scheme is not approved by VRL Shareholders or by the Court. Each Alternative Scheme is subject to the approval of VRL Shareholders, so this Scheme Booklet includes information relevant to your decision as a VRL Shareholder whether to approve Each Alternative Scheme. The following diagram shows the key features of Each Alternative Scheme. You should carefully read this Scheme Booklet in its entirety before making any decision in relation to the Structure A Scheme or the Structure B Scheme. You should consider the following diagram in conjunction with the Letter from the Chairman of the Independent Board Committee, which provides further explanation on the material aspects of Each Alternative Scheme. 2 | Village Roadshow Limited Proposed Transaction The proposed (direct or indirect) acquisition of Village Roadshow Limited by VRG Bidco Pty Limited, an entity owned by funds managed or advised by BGH Capital Pty Ltd or its affiliates VRL Shareholders vote on Each Alternative Scheme See Section 1.2 for key features of Each Alternative Scheme If the Structure A Scheme IS APPROVED by 75% of votes cast and ‘simple majority’ by number and other If the Structure A Scheme is NOT approved conditions are satisfied or waived VRL Shareholders receive base consideration of $2.20 cash per VRL Share (which may be subject to an Structure B Scheme uplift of $0.12 cash per VRL Share) or See Section 8 for information on the Structure B Scheme 1 HoldCo Share per VRL Share* See Section 7 for information on the Structure A Scheme Consideration If the Structure B Scheme IS APPROVED by 75% of votes cast and ‘simple majority’ by number and other If the Structure B Scheme is NOT approved and/or conditions are satisfied or waived (note that it is a other conditions are NOT satisfied or waived condition of the Structure B Scheme that the Structure A Scheme is NOT approved) VRL Shareholders receive base consideration of $2.10 cash per VRL Share (which may be subject to an uplift of VRL Shareholders retain their VRL Shares and neither $0.12 cash per VRL Share) or retain their VRL Shares and the Structure A Scheme nor the Structure B Scheme VRL Group will be delisted from the ASX** is implemented See Section 8 for information on the Structure B Scheme Consideration * Under the Structure A Scheme, VRL Shareholders may make either a Partial Election (so that 50% of their Scheme Consideration is in the form of HoldCo Shares) or a Maximum Election (so that 100% of their Scheme Consideration is in the form of HoldCo Shares). Elections under the Structure A Scheme are subject to valid Elections being received in excess of the Structure A Share Floor and also subject to scale back if valid Elections are received in excess of the Structure A Share Cap. ** Under the Structure B Scheme, Elections are subject to scale back if valid Elections are received in excess of the Retention Cap. If the Structure B Scheme is implemented, a Restructure Event may occur. For further details of the Restructure Event please refer to Sections 1.3 and 8.2(e). Why should you vote? As a VRL Shareholder, you have a say in whether or not Either Alternative Scheme proceeds. Neither Scheme can proceed unless it is approved by the requisite majorities of VRL Shareholders at the relevant Scheme Meeting – this is your opportunity to play a role in deciding the future of your investment in VRL.
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