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For Personal Use Only 11 October 2018 COMPANY ANNOUNCEMENT Registration of Scheme Booklet with ASIC and Court Approval of Scheme Meeting for 15 November 2018 Capilano Honey Limited (ASX:CZZ) (Capilano) is pleased to announce that the Federal Court of Australia, New South Wales Registry, has approved the convening of a meeting of the Capilano shareholders to consider a vote on the scheme of arrangement (Scheme) for the proposed acquisition of Capilano by Bravo BidCo Pty Limited (BidCo), an entity owned by Bravo HoldCo Pty Limited (HoldCo), which is indirectly owned by Wattle Hill RHC Fund 1 and ROC Capital Pty Limited (the Consortium), together with its affiliates and funds managed by it, its affiliates or its co-investors. The Scheme Meeting will take place at 11.00am (Brisbane time) on Thursday, 15 November 2018 (Scheme Meeting Date) at the Spring Lake Hotel & Function Centre, 1 Springfield Lakes Boulevard, Springfield Lakes, Queensland. Information relating to the Scheme, including the notice convening the Scheme Meeting and an Independent Expert’s Report, will be included in the Scheme Booklet. The Scheme Booklet has been registered by the Australian Securities and Investments Commission (ASIC) on 11 October 2018 and is attached to this announcement. The Scheme Booklet will be posted to the Capilano website on 11 October 2018. Copies of the Scheme Booklet and proxy form will be dispatched to Capilano shareholders in due course. Shareholders who have previously nominated an electronic means of notification to Capilano’s share registry will receive an email where they can download the Scheme Booklet and lodge their proxy online. The Scheme Booklet also annexes updated versions of the Scheme Implementation Agreement (with amendments made on 11 October 2018 to the fiduciary carve-out as described in Section 13.1 of the Scheme Booklet), the Scheme of Arrangement, HoldCo’s Constitution and the Shareholders’ Deed reflecting minor amendments. Key dates Key dates for implementing the Scheme are set out in the Scheme Booklet and are as follows: Event Time and date Election Time Monday, 5 November 2018 at 5.00pm Latest time and date for Eligible Capilano Shareholders to submit their (Sydney time) or 4.00pm (Brisbane time) election for Scrip Consideration and, if eligible, to apply for HoldCo Shares under the HoldCo Share Offer (subject to the Scaleback Arrangements) Capilano announces indicative Scaleback based on the Elections lodged Tuesday, 6 November 2018 by the Election Date This announcement will also confirm, on an indicative basis, whether a custodian will be required to hold HoldCo Shares on Implementation Latest time and date for receipt of Proxy Forms (including proxies Tuesday, 13 November 2018 at 11.00am lodged online) or powers of attorney by the Capilano Share Registry for (Brisbane time) the Scheme Meeting Time and date for determining eligibility to vote at the Scheme Meeting Tuesday, 13 November 2018 at 7.00pm (Sydney time) or 6.00pm (Brisbane time) Scheme Meeting Thursday, 15 November 2018, 11.00am (Brisbane time) For personal use only Suspension of Trading Date Thursday, 15 November 2018 Assuming the Scheme is approved by Capilano Shareholders at the Scheme Meeting, this will be the last day for trading in Capilano Shares (Capilano Shares will be suspended from trading on ASX from close of trading on this date) Head Office: 399 Archerfield Road, Richlands QLD 4077 (PO Box 531, Inala QLD 4077) t +61 7 3712 8282 f +61 3712 8286 e [email protected] w capilanohoney.com Capilano Honey Limited ABN 55 009 686 435 If the Scheme is approved by the Requisite Majorities of Capilano Shareholders at the Scheme Meeting: Event Time and date Second Court Date Thursday, 22 November 2018 Effective Date Friday, 23 November 2018 Scheme Record Date (for determining entitlements to Scheme Wednesday, 28 November 2018 at 5.00pm Consideration) (Sydney time) or 4.00pm (Brisbane time) Expected ASX announcement of final Election results, including final Thursday, 29 November 2018 scaleback if applicable This announcement will also confirm whether a custodian will be required to hold HoldCo Shares on Implementation Implementation Date (Scheme Shareholders will receive the Scheme Wednesday, 5 December 2018 Consideration on the Implementation Date) Note: Assuming the Scheme is approved by Capilano Shareholders at the Scheme Meeting, the last day for trading in Capilano Shares is earlier than usual and will occur from close of trading on the Scheme Meeting Date. For further information, please contact Capilano Shareholder Information Line on 1300 795 998 (within Australia) or +61 1300 795 998 (outside Australia). For more information contact: Capilano Representative Media Representative Ben McKee Domestique 07 3712 8282 Jim Kelly 0412 549 083 Lauren Thompson 0438 954 729 For personal use only Page | 2 For a scheme of arrangement between Capilano Honey Limited (Capilano) and its shareholders in relation to the proposed acquisition by Bravo BidCo Pty Limited (BidCo), an entity owned by Bravo HoldCo Pty Limited (HoldCo), which is indirectly owned by ABN 55 009 686 435 Wattle Hill RHC Fund 1 and ROC Capital Pty Limited (the Consortium), together with its affiliates and funds managed by it, its affiliates or its co-investors. NOTICE OF SCHEME MEETING This is an important document and Notice is hereby given that an Extraordinary General Meeting of Shareholders of requires your immediate attention. Capilano Honey Limited ‘Scheme Meeting’ will be held at 11.00am (Brisbane time) on Thursday 15 November 2018 at the Spring Lake Hotel & Function Centre, 1 Springfield You should read this Scheme Lakes Boulevard, Springfield Lakes, Queensland. Booklet carefully and in its entirety before deciding whether or not to The Capilano Directors unanimously recommend that you vote in favour of the vote in favour of the Scheme. 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 If you are in any doubt as to what best interests of Capilano Shareholders. you should do, you should consult your broker, financial adviser or A Notice of Scheme Meeting is included as Annexure G to this Scheme Booklet, and a legal adviser immediately. Proxy Form for the Scheme Meeting accompanies this Scheme Booklet. For personal use only IMPORTANT NOTICES General The fact that, under sub-section 411(1) of the Corporations Act, the Court has ordered that a meeting This Scheme Booklet is important and requires your immediate attention. You should read this Scheme be convened and has approved the explanatory Booklet in full before making any decision as to how to statement required to accompany the Notice of Scheme Meeting does not mean that the Court: vote at the Scheme Meeting. Nature of this Scheme Booklet has formed any view as to the merits of the proposed Scheme or as to how Capilano This Scheme Booklet includes the explanatory statement Shareholders should vote (on this matter for the Scheme required by sub-section 412(1) of the Capilano Shareholders must reach their own Corporations Act. conclusion); or Other than with respect to the offer to subscribe for has prepared, or is responsible for the HoldCo Shares under the HoldCo Share Offer (which content of, the explanatory statement. forms part of the Scheme Consideration), this Scheme Booklet does not constitute or contain an offer to Notice of Scheme Meeting Capilano Shareholders, or a solicitation of an offer from The Notice of Scheme Meeting is set out in Annexure G. Capilano Shareholders, in any jurisdiction. This Scheme Booklet is not a disclosure document required by Notice of Second Court Hearing Chapter 6D of the Corporations Act. Sub-section 708(17) At the Second Court Hearing, the Court will consider of the Corporations Act provides that Chapter 6D of the whether to approve the Scheme following the vote at Corporations Act does not apply in relation to the Scheme Meeting. arrangements under Part 5.1 of the Corporations Act approved at a meeting held as a result of an order under Any Capilano Shareholder may appear at the Second sub-section 411(1). Instead, Capilano Shareholders Court Hearing, expected to be held at 10.15am asked to vote on an arrangement at such a meeting (Sydney time) on 22 November 2018 at The Federal must be provided with an explanatory statement as Court of Australia, Law Courts Building, 184 Phillip referred to above. Street Sydney, NSW 2000. ASIC and ASX Any Capilano Shareholder who wishes to oppose approval of the Scheme at the Second Court Hearing ASIC appeared at the First Court Hearing and raised may do so by filing with the Court and serving on concerns regarding the Scheme. ASIC has expressed Capilano a notice of appearance in the prescribed concerns that HoldCo is a proprietary company rather form together with any affidavit that the Capilano than a public company and that, through the custodian Shareholder proposes to rely on. arrangements, HoldCo will remain a proprietary company even if more than 48 Capilano Shareholders Defined terms take up the Scrip Consideration. The practical effect for Capitalised terms used in this Scheme Booklet are individual shareholders of HoldCo’s status as a defined in Section 14.1 of this Scheme Booklet. Section proprietary company and the custodian arrangements is 14.2 of this Scheme Booklet also sets out some rules of disclosed in the Scheme Booklet. ASIC’s concern is with interpretation which apply to this Scheme Booklet. Some public policy issues that arise from those characteristics of the documents reproduced in the annexures to this of the Scheme. If the Scheme is approved at the Scheme Booklet have their own defined terms, which are Scheme Meeting, ASIC has indicated that it intends to sometimes different to those set out in Section 14.1.
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