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Scheme Booklet and Proxy Form

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Scheme Booklet and Proxy Form ASX RELEASE 5 February 2010 PIPE Networks Scheme Booklet and Proxy Form Further to PIPE Networks Limited’s (ASX:PWK) release to ASX earlier today attached are copies of PIPE Networks’ Scheme Booklet, Proxy Form and record of lodgement of the documents with the Australian Securities & Investments Commission today. ENDS For more information: Bevan Slattery Managing Director T: 07 3233 9800 [email protected] Scheme Booklet For a Scheme of Arrangement between PIPE Networks Limited ACN 099 104 122 and the holders of shares in PIPE Networks (other than TPG Telecom Limited) in relation to the proposed acquisition by TPG Telecom Limited of all the shares in PIPE Networks which it does not already own. THE DIRECTORS UNANIMOUSLY RECOMMEND THAT YOU PVOTE IN FAVOUR OF THE RESOLUTION TO APPROVE THE SCHEME, IN THE ABSENCE OF A SUPERIOR PROPOSAL. The Independent Expert has concluded that the Scheme is fair and reasonable, and that the Scheme is in the best interests of PIPE Shareholders (other than TPG Telecom Limited) in the absence of a superior proposal. THIS IS AN IMPORTANT SHAREHOLDER INFORMATION LINE DOCUMENT AND REQUIRES INSIDE AUSTRALIA (TOLLFREE) 1800 646 920 YOUR IMMEDIATE ATTENTION. OUTSIDE AUSTRALIA (NORMAL CHARGES APPLY) +61 2 8280 7071 YOU SHOULD READ THIS DOCUMENT IN ITS ENTIRETY PRIOR TO DECIDING WHETHER OR NOT TO VOTE IN FAVOUR OF THE SCHEME. If you are in FINANCIAL ADVISER LEGAL ADVISER any doubt as to how to deal with this document, please consult your legal or financial adviser immediately. If you have recently sold all of your PIPE Shares, please ignore this document. IMPORTANT NOTICES General hearing to approve the Scheme. Neither to reflect any change in expectations in PIPE Shareholders should read this ASIC nor its officers take any responsibility relation to those statements or any change document in its entirety before making a for the contents of this document. in events, conditions or circumstances decision as to how to vote on the resolution A copy of this document has been lodged on which any such statement is based. to be considered at the Scheme Meeting. with the ASX. Neither the ASX nor any Defined terms If you are in any doubt as to how to deal of its officers takes any responsibility Capitalised terms and certain with this document, please consult your for the contents of this document. abbreviations used in this document legal or financial adviser immediately. The Court has ordered the convening of have the defined meanings set out Purpose of this document the Scheme Meeting pursuant to section in Section 9 of this document. 411(1) of the Corporations Act. The The purpose of this document is to explain Privacy and personal information convening of the Scheme Meeting by the the terms of the Proposal and the manner in Court does not constitute endorsement PIPE Networks, TPG and their respective which the Proposal will be considered and by the Court of, or any expression of share registries may collect personal implemented (if approved), and to provide opinion by the Court on, the Scheme. information in the process of implementing such information as is prescribed or otherwise the Proposal. The personal information may material to the decision of PIPE Shareholders No investment advice include the names, addresses, other contact whether or not to approve the Scheme. The information contained in this document details and details of the shareholdings This document includes the Explanatory does not constitute financial product advice of shareholders, and the names of Statement required by section 412(1) of the and has been prepared without reference individuals appointed by shareholders Corporations Act in relation to the Scheme. to your own investment objectives, financial as proxies, corporate representatives or Responsibility statement situation, taxation position and particular attorneys at the Scheme Meeting. needs. The information in this document Except as outlined below, the information Shareholders who are individuals and should not be relied upon as the sole basis contained in this document has been the other individuals in respect of whom for any investment decision in relation to provided by PIPE Networks and is the personal information is collected as outlined the Scheme or your PIPE Shares. Before responsibility of PIPE Networks. None above have certain rights to access the making any investment decision in relation to of the TPG Indemnified Parties assume personal information collected in relation to the Scheme or your PIPE Shares, including any responsibility for the accuracy or them. Such individuals should contact Link any decision to vote in favour or against the completeness of such information. Market Services Limited on (02) 8280 7454 Scheme, you should consider, with or without (within Australia only) or +61 2 8280 7454 The information contained in Section 5 the assistance of a financial advisor, whether and Annexure E of this document (TPG (International) in the first instance if they wish that decision is appropriate in light of your to request access to that personal information. Information) has been provided by TPG particular needs, objectives and financial and is the responsibility of TPG. None circumstances. If you are in any doubt The personal information is collected for of the PIPE Indemnified Parties assume about what you should do, please consult the primary purpose of implementing any responsibility for the accuracy or your legal or financial adviser immediately. the Proposal. The personal information completeness of the TPG Information. may be disclosed to PIPE Networks’ and Forward looking statements The information in Annexure A of this TPG’s share registries/transfer agents document has been provided by the Certain statements in this document and advisers, to securities brokers and Independent Expert and is the responsibility relate to the future. These forward looking to print and mail service providers. of the Independent Expert. None of the statements involve known and unknown The main consequence of not collecting the PIPE Indemnified Parties or TPG Indemnified risks, uncertainties, assumptions and other personal information outlined above would Parties assume any responsibility for important factors that could cause the actual be that PIPE Networks may be hindered in, the accuracy or completeness of such results, performance or achievements of or prevented from, conducting the Scheme information. The Independent Expert PIPE Networks to be materially different from Meeting and implementing the Proposal. future results, performance or achievements does not assume any responsibility for the Shareholders who appoint an individual expressed or implied by such statements. accuracy or completeness of any information as their proxy, corporate representative Such risks, uncertainties, assumptions and contained in this document other than the or attorney to vote at the Scheme other important factors include, among information contained in Annexure A. Meeting should inform such an individual other things, general economic conditions, of the matters outlined above. ASIC, ASX and the Court exchange rates, interest rates, the regulatory A copy of this document has been environment, competitive pressures, selling No Internet site is part of this document provided to ASIC for the purpose of price and market demand. The forward PIPE Networks and TPG maintain Internet section 411(2) of the Corporations Act looking statements in this document reflect websites. Any references in this document to and registered by ASIC for the purpose of views held only at the date of this document. a website is a textual reference for information section 412(6) of the Corporations Act. Other than as required by law, neither only and does not form part of this document. ASIC has reviewed a copy of this document. PIPE Networks, TPG nor any other person Notice to foreign shareholders PIPE Networks has asked ASIC to provide gives any representation, assurance a statement, in accordance with section or guarantee that the occurrence of This document complies with disclosure 411(17)(b) of the Corporations Act, that the events expressed or implied in requirements in Australia, which may be ASIC has no objection to the Scheme. ASIC’s any forward looking statements in different to those in other countries. policy in relation to statements under section this document will actually occur. Information line 411(17)(b) of the Corporations Act is that Subject to any continuing obligations If you have any questions about your PIPE it will not provide such a statement until under law or the ASX Listing Rules or Shares or any other matter in this document, the Second Court Date. This is because as contemplated by Section 7.17 of this please call the PIPE Shareholder information ASIC will not be in a position to advise document, PIPE Networks, TPG and their line on 1800 646 920 (within Australia the Court until it has had an opportunity respective directors disclaim any obligation only) or +61 2 8280 7071 (International). to observe the entire Scheme process. If or undertaking to disseminate after the Date of document ASIC provides that statement, it will be date of this document any updates or produced to the Court at the time of the Court revisions to any forward looking statements This document is dated 5 February 2010. 2 CONTENTS Important notices 2 6.3 Effective Date 37 Letter from the Chairman 4 6.4 Record Date 37 Timetable and key dates 6 6.5 Determination of persons entitled Your vote 7 to Scheme Consideration 37 1. Frequently asked questions 8 6.6 Implementation Date 38 2. Key features of the Scheme 12 6.7 Warranty by PIPE Shareholders about 2.1 Overview 12 their PIPE Shares 38 2.2 What you will receive if the Scheme 6.8 Suspension of trading in PIPE shares 38 is implemented 12 6.9 Effect of the Scheme on creditors 38 2.3 Directors’ recommendation 12 6.10 Stamp duty 38 2.4 Independent Expert’s opinion 12 6.11 Key terms of the Implementation Agreement 38 2.5 Key steps to implement the Proposal 6.12 Deed Poll 40 and approvals required 12 7.
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