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For Personal Use Only SPICERS NOTICE OF MEETING AND EXPLANATORY STATEMENT in relation to the proposed issue of Spicers Shares to Eligible SPS Unitholders (1) pursuant to the Trust Scheme (‘Resolution’) (1) However, in the case of Ineligible Overseas Unitholders, to the Foreign Nominee. Your Directors unanimously recommend that you VOTE IN FAVOUR OF THE RESOLUTION, IN THE ABSENCE OF A SUPERIOR PROPOSAL THE INDEPENDENT EXPERT HAS CONCLUDED THAT THE PROPOSAL IS FAIR AND REASONABLE This is an important document and requires your immediate attention. You should read this For personal use only document in its entirety before deciding how to vote and, if necessary, consult your legal, investment, taxation or other financial adviser without delay. Spicers Limited Corporate Adviser Legal Adviser ACN 005 146 350 Important Notices This Explanatory Statement is an important document and should Defined terms be read carefully. It comprises part of, and should be read in A number of terms used in this Explanatory Statement are defined conjunction with, the notice of the Meeting of Spicers Limited in the glossary at the end of this Explanatory Statement. ACN 005 146 350 (the ‘Company’) to be held at 10.00am (Sydney time) on 14 June 2017 at Computershare, Level 4, 60 Carrington Unless otherwise stated, a monetary reference in this Explanatory Street, Sydney NSW 2000 Australia. Statement is a reference to Australian currency. Shareholders are encouraged to read this Explanatory Statement and Privacy and personal information the accompanying material in its entirety before making a decision on how to vote on the proposed resolution. Spicers may need to collect personal information to Implement the Proposal. This information may include the name, contact Disclaimer details and security holding of Spicers Shareholders, and the name of persons appointed by Spicers Shareholders to act as proxy, The information in this Explanatory Statement should be read in attorney, or in the case of a corporate Spicers Shareholder or proxy, conjunction with the Company’s other periodic and continuous corporate representative at the Meeting. The primary purpose disclosure announcements and other announcements which can of collection of the personal information is to assist the Company be obtained from the ASX’s website www.asx.com.au or from in the conduct of the Proposal and to enable the Proposal to be Spicers’ website www.spicerslimited.com.au. Implemented in the manner described in this Explanatory Statement. In preparing this Explanatory Statement, the Company has not Without this information, Spicers may be hindered in its ability taken into account the investment objectives, financial situation to carry out these purposes to full effect. The collection of certain or particular needs of any particular person. Accordingly, before personal information is authorised by the Corporations Act. acting on this Explanatory Statement, you may need to obtain Personal information may be disclosed to the Share Registry, independent legal, financial and/or taxation advice in light of your print and mail service providers, authorised securities brokers own financial circumstances. and to related entities of Spicers and the parties to the Implementation Agreement. ASX A copy of this Explanatory Statement (including the Independent Spicers Shareholders have certain rights to access their personal Expert’s Report) has been lodged with the ASX. information that has been collected. Spicers Shareholders should contact the Company’s company secretary in the first instance Neither ASX nor its officers takes any responsibility for the contents if they wish to request access to their personal information. of this Explanatory Statement. Spicers Shareholders who appoint a named person to act as their Responsibility for information proxy, attorney, or in the case of a corporate Spicers Shareholder or proxy, corporate representative at the Meeting should ensure Pitcher Partners Corporate Pty Ltd has provided and is responsible that they inform that person of the matters outlined above. for the information contained in its independent expert report set out in section 9 of this Explanatory Statement. The Independent Expert Contact details does not assume any responsibility for the accuracy or completeness of any information in this Explanatory Statement other than that If you have any questions regarding the matters set out in this contained in the independent expert report. Explanatory Statement, you should call the Shareholder Information Line on 1300 662 058 (toll free within Australia) or +61 3 9415 4021 Forward looking statements (tolled and outside Australia) on Business Days between 9.00am and 5.00pm (Sydney time). Any forward looking statements contained in this Explanatory Statement have been based on expectations at the date of preparation of this Explanatory Statement about future events. They are, therefore, subject to risks, uncertainties and assumptions that could cause actual results to differ materially from the expectations. These factors may include matters not yet known or not currently considered material. Nothing contained in this Explanatory Statement is, or may be relied on as, a promise or representation as to the accuracy or likelihood of fulfilment of any forward looking statement, except to the extent required by law. You are therefore cautioned not to place undue reliance on any such forward looking statement. For personal use only Contents Important Notices IFC 6 Overview of SPS Trust and SPS Units 35 Key Dates and Timetable 2 6.1 Overview of SPS Trust and its purpose 35 Key Statistics 2 6.2 Relationship between SPS Trust and Spicers 35 6.3 Payment of distributions on SPS Units 35 Chairman’s Letter 3 6.4 The Trust Company Board of Directors 36 6.5 SPS Trust issued securities 36 1 Overview of the Proposal and Meeting 5 6.6 Distribution history 36 2 What are the reasons that you might 6.7 Top SPS Unitholders 37 vote for or against the Proposal? 12 6.8 SPS Unit price performance 38 6.9 Historical financial information on the SPS Trust 38 2.1 Directors’ recommendation 12 6.10 Interests of The Trust Company Directors 38 2.2 Why you should vote for the Proposal 12 2.3 Why you may consider voting against the Proposal 14 7 Profile of the Combined Spicers Group 39 2.4 What happens if the Proposal does not proceed? 14 7.1 Overview of the Combined Spicers Group 39 3 Meeting details and how to vote 15 7.2 Capital structure and ownership 39 7.3 Board renewal process 40 3.1 Time and date of Meeting 15 7.4 Dividend policy 40 3.2 The Resolution 15 7.5 Post-implementation corporate restructure 40 3.3 Entitlement to vote 15 7.6 Intentions in relation to Spicers and the SPS Trust 42 3.4 Voting exclusion 15 7.7 Pro forma financial information 42 3.5 Voting in person, by attorney or corporate representative 16 8 Risks 45 3.6 Voting by proxy 16 3.7 Additional information 17 8.1 Risks specific to the Combined Spicers Group 45 8.2 Risks specific to the Proposal 49 4 Description of the Proposal 18 8.3 General risks 51 4.1 Background 18 9 Independent Expert’s Report 52 4.2 Overview of the Proposal 18 4.3 Conditions of the Proposal 19 10 Additional information 89 4.4 Trust Scheme Consideration 19 4.5 Eligible SPS Unitholders 19 10.1 Summary of Implementation Agreement 89 4.6 Ineligible Overseas Unitholders 20 10.2 Summary of Spicers Deed Poll 90 4.7 Shareholder approval of Resolution 20 10.3 Supplemental Deed for Trust Scheme 90 4.8 Unitholder approval of Trust Scheme Resolutions 21 10.4 Sale Facility 90 4.9 Releases 21 10.5 Deed of Retirement and Appointment of Trustee 90 4.10 Judicial Advice for Trust Scheme 21 10.6 Tax implications 91 4.11 Replacement of The Trust Company 22 10.7 Material litigation 91 4.12 Spicers Board recommendation and 10.8 Arrangements with substantial shareholder 92 voting intentions 22 10.9 ASIC relief 92 4.13 Independent Expert’s Report 22 10.10 ASX waivers 92 4.14 Alternatives considered 22 10.11 Information disclosed to the ASX 4.15 Implementation of the Proposal 22 and documents lodged with ASIC 93 4.16 Consequences if the Proposal does not proceed 24 10.12 Supplementary information 93 4.17 Further information 24 10.13 Foreign jurisdictions 93 10.14 Independent advice 93 5 Overview of Spicers 25 11 Glossary 94 5.1 Background 25 5.2 Current operations and strategy 25 For personal use only Annexure 1 – Notice of Meeting 97 5.3 Board and senior management 27 Purpose of Meeting 97 5.4 Capital structure 28 Business of the Meeting 97 5.5 Dividend history 28 5.6 Top Spicers Shareholders 29 Corporate Directory 100 5.7 Spicers Share price performance 30 5.8 Spicers historical financial information 30 5.9 Management discussion and analysis 34 SPICERS NOTICE OF MEETING AND EXPLANATORY STATEMENT 1 Key Dates and Timetable Event Date Last time to lodge Proxy Forms with the Share Registry 10.00am on 12 June 2017 Meeting Record Date 7.00pm on 12 June 2017 Meeting to be held at Computershare, Level 4, 60 Carrington Street, 10.00am on 14 June 2017 Sydney NSW 2000, Australia Trust Scheme Meetings for Unitholders of the SPS Trust to be held at 12.00pm on 14 June 2017 Computershare, Level 4, 60 Carrington Street, Sydney NSW 2000, Australia Announce results of Meeting and Trust Scheme Meetings 14 June 2017 If the Proposal is approved by Shareholders and Unitholders: Judicial Advice Date 20 June 2017 Effective Date for Trust Scheme – amendments to the SPS Trust Constitution 20 June 2017 to give effect to the Trust Scheme are lodged with ASIC Trading in SPS Units suspended 20 June 2017 Trust Scheme Record Date – date for determining entitlements 22 June 2017 to Trust Scheme Consideration Implementation Date – date on which Trust Scheme Consideration will be issued 27 June 2017 under the Trust Scheme Despatch of holding statements for new Spicers Shares issued under the Trust Scheme 27 June 2017 Trading of new Spicers Shares commences on the ASX on normal settlement basis 28 June 2017 Dates and times are indicative only and subject to change.
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