ASX Release 9 June 2021
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ASX Release 9 June 2021 Scheme Booklet registered with ASIC BINGO Industries Limited ("BINGO" or the "Company") refers to the announcement made earlier today in relation to the proposed acquisition by Recycle and Resource Operations Pty Limited, an entity majority owned by Macquarie Infrastructure and Real Assets and its managed funds (together, “MIRA”) of all of the issued shares held by BINGO shareholders pursuant to a scheme of arrangement ("Scheme"), and the orders made by the Supreme Court of New South Wales that BINGO convene and hold a meeting of BINGO shareholders to consider and vote on the Scheme ("Scheme Meeting") and approving the distribution of an explanatory statement providing information about the Scheme and notice of Scheme Meeting ("Scheme Booklet") to BINGO shareholders. Scheme Booklet BINGO confirms that the Scheme Booklet has today been registered with the Australian Securities and Investments Commission ("ASIC"). A copy of the Scheme Booklet is attached and will be made available online at www.bingoscheme.com.au. A copy of the following documents is also attached: • the proxy form and election form that will be sent to BINGO shareholders; and • the Scheme Meeting Online Guide. Further details on where the Scheme Booklet can be viewed and downloaded will be dispatched to BINGO shareholders on Friday, 11 June 2021, in the manner described in the announcement made earlier today. The Scheme Booklet should be read in its entirety before making a decision on whether or not to vote in favour of the Scheme. Independent Expert’s Report The Scheme Booklet includes a copy of the independent expert’s report prepared by Lonergan Edwards & Associates Limited ("Independent Expert"). The Independent Expert has concluded that the Scheme is fair and reasonable and in the best interests of BINGO shareholders, in the absence of a Superior Proposal. The Independent Expert's conclusion should be read in context with the full Independent Expert's Report and the Scheme Booklet. Recommendation of the BINGO Independent Board Committee and other BINGO Directors In the absence of a Superior Proposal and subject to the Independent Expert continuing to conclude that the Scheme is fair and reasonable and in the best interests of BINGO shareholders: • the BINGO Independent Board Committee comprised of BINGO Independent Non-Executive Directors Elizabeth Crouch AM, Maria Atkinson AM and Barry Buffier AM ("BINGO IBC") ASX:BIN | ACN 617 748 231 | www.bingoindustries.com.au • 1300 424 646 • 305 Parramatta Rd Auburn NSW 2144 ASX Release 9 June 2021 continues to unanimously recommend that BINGO shareholders vote in favour of the Scheme; and • Daniel Tartak, BINGO Managing Director and Chief Executive Officer, Ian Malouf, BINGO Non-Executive Director, and Daniel Girgis, BINGO Non-Executive Director (together with the BINGO IBC, the “Recommending Directors”) also continue to recommend that BINGO shareholders vote in favour of the Scheme. Subject to those same qualifications, each Recommending Director intends to vote, or procure the voting of, the BINGO shares they own or control in favour of the Scheme. Michael Coleman, BINGO Independent Chairman and Non-Executive Director, has recused himself from discussions on the Scheme and abstains from giving a recommendation in respect of how BINGO shareholders should vote on the Scheme given his position as a Non-Executive Director at Macquarie Group Limited (MIRA’s parent company). Scheme Meeting As previously announced, having regard to the uncertainty and potential health risks associated with large gatherings during the COVID-19 pandemic, BINGO shareholders will not be able to attend the Scheme Meeting in person. BINGO Shareholders and their authorised proxies, attorneys and corporate representatives may participate in the Scheme Meeting online at www.bingoscheme.com.au. BINGO shareholders who participate in the Scheme Meeting via the online platform will be able to listen to the Scheme Meeting, cast a vote online and ask questions online. All registered BINGO shareholders as at 7.00pm (Sydney time) on Sunday, 11 July 2021 will be eligible to vote at the Scheme Meeting. If the requisite majorities of BINGO shareholders approve the Scheme at the Scheme Meeting, and all other conditions precedent to the Scheme except approval of the Supreme Court of New South Wales (“Court”) are satisfied or waived (if capable of waiver), BINGO will apply to the Court for orders approving the Scheme. You should carefully read the Scheme Booklet in its entirety before making any decision in relation to the Scheme. You are encouraged to seek independent financial, legal, accounting, taxation and/or other professional advice before making any voting or investment decision in relation to your BINGO shares. If you have any questions in relation to the Scheme or the Scheme Booklet, please contact the BINGO Shareholder Information Line on +61 1300 361 735 between 8.30am and 5.30pm (Sydney time), Monday to Friday (excluding public holidays). This announcement has been authorised by the BINGO IBC. ASX:BIN | ACN 617 748 231 | www.bingoindustries.com.au • 1300 424 646 • 305 Parramatta Rd Auburn NSW 2144 ASX Release 9 June 2021 For further information Investors: Tara Osborne +61 499 998 572 James Nicholias +61 429 823 617 Media: Chris Gordon +61 467 333 440 About BINGO BINGO is an ASX-listed recycling and waste management company that provides end-to-end solutions across the resource management supply chain including collection, processing and recovery, disposal and waste equipment manufacturing. BINGO operates through two primary segments; Collections and Post-Collections, which operate throughout New South Wales (NSW) and Victoria (VIC). BINGO has a workforce of approximately 1,100 staff and a collections truck fleet of approximately 320 vehicles. The Company has a strategic network of 15 transfer and advanced recycling facilities and integrated disposal assets across both states. ASX:BIN | ACN 617 748 231 | www.bingoindustries.com.au • 1300 424 646 • 305 Parramatta Rd Auburn NSW 2144 Scheme Booklet For a scheme of arrangement between BINGO Industries Limited and its shareholders in relation to the proposed acquisition by MIRA BidCo of all BINGO Shares. VOTE IN FAVOUR Your Recommending Directors unanimously recommend that you vote in favour of the Scheme, in the absence of a Superior Proposal and subject to the Independent Expert continuing to conclude that the Scheme is fair and reasonable and in the best interests of BINGO Shareholders. The Independent Expert has concluded that the Scheme is fair and reasonable and in the best interests of BINGO Shareholders, in the absence of a Superior Proposal. This is an important document and requires your immediate attention. You should read it entirely 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 contact your broker or financial, taxation, legal, accounting or other professional adviser immediately. FINANCIAL ADVISER LEGAL ADVISER Important notices General Building, 184 Phillip Street, Sydney New South Wales 2000. This Scheme Booklet is important and requires your immediate Any BINGO Shareholder who wishes to oppose approval of the attention. You should read this Scheme Booklet in full before Scheme at the Second Court Hearing may do so by filing with making any decision as to how to vote at the Scheme Meeting. the Court and serving on BINGO a notice of appearance in the prescribed form together with any affidavit that the BINGO Nature of this Scheme Booklet Shareholder proposes to rely on. This Scheme Booklet includes the explanatory statement No investment advice for the Scheme required by subsection 412(1) of the Corporations Act. This Scheme Booklet has been prepared without reference to the investment objectives, financial and taxation situation This Scheme Booklet does not constitute or contain an offer or particular needs of any individual BINGO Shareholder or to BINGO Shareholders, or a solicitation of an offer from any other person. The information and recommendations BINGO Shareholders, in any jurisdiction. This Scheme Booklet contained in this Scheme Booklet do not constitute, and is not a disclosure document required by Chapter 6D of the should not be taken as, financial product advice. The BINGO Corporations Act. Subsection 708(17) of the Corporations Directors encourage you to seek independent financial and Act provides that Chapter 6D of the Corporations Act does taxation advice before making any investment decision and not apply in relation to arrangements under Part 5.1 of the any decision as to whether or not to vote in favour of the Corporations Act approved at a meeting held as a result of an Scheme. This Scheme Booklet should be read in its entirety order under subsection 411(1). Instead, BINGO Shareholders before making a decision on whether or not to vote in favour asked to vote on an arrangement at such a meeting must be of the Scheme. In particular, it is important that you consider provided with an explanatory statement as referred to above. the potential risks if the Scheme does not proceed, as set out in section 7, and the views of the Independent Expert set out ASIC and ASX in the Independent Expert’s Report contained in Annexure 1. A copy of this Scheme Booklet has been registered by ASIC If you are in doubt as to the course you should follow, you for the purposes of subsection 412(6) of the Corporations should consult an independent and appropriately licensed and Act. ASIC has been given the opportunity to comment on this authorised professional adviser immediately. Scheme Booklet in accordance with subsection 411(2) of the Corporations Act. Neither ASIC, nor any of its officers, takes Forward looking statements any responsibility for the contents of this Scheme Booklet. Some of the statements appearing in this Scheme Booklet ASIC has been requested to provide a statement, in (including in the Independent Expert’s Report) may be in accordance with paragraph 411(17)(b) of the Corporations Act, the nature of forward looking statements.