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Scheme Booklet

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Scheme Booklet SCHEME BOOKLET For a scheme of arrangement in relation to the proposed combination of Tatts Group Limited (ABN 19 108 686 040) and Tabcorp Holdings Limited (ABN 66 063 780 709) Time and date of Scheme Meeting Time: 10:00 am (Brisbane time) Date: 18 October 2017 Venue: Brisbane Convention & Exhibition Centre, cnr Merivale & Glenelg St, South Bank, QLD 4101 VOTE IN FAVOUR THE TATTS DIRECTORS UNANIMOUSLY RECOMMEND THAT YOU VOTE 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 IN THE BEST INTERESTS OF TATTS SHAREHOLDERS, IN THE ABSENCE OF A SUPERIOR PROPOSAL. This is an important document and requires your immediate attention. You should read this document in its entirety before deciding how to vote on the Scheme. If you are in any doubt as to how to deal with this document, please consult your legal, investment, tax or other professional adviser immediately. If you have recently sold all of your Tatts Shares, please ignore this document. Tatts Shareholders who have any questions or require further information about the Scheme should contact the Tatts Shareholder Information Line on 1300 648 141 (within Australia) or +61 3 9415 4127 (outside Australia), Monday to Friday, between 8.30am and 5.30pm. Financial Adviser Legal Adviser Tatts Group Limited Scheme Booklet For a scheme of arrangement between Tatts Group Limited (ABN 19 108 686 040) and its shareholders in relation to the proposed combination of Tatts and Tabcorp Holdings Limited (ABN 66 063 780 709). The Tatts Directors unanimously recommend that you vote 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 in the best interests of Tatts Shareholders, in the absence of a superior proposal. This is an important document and requires your immediate attention. You should read this document in its entirety before deciding how to vote on the Scheme. If you are in any doubt as to how to deal with this document, please consult your legal, investment, tax or other professional adviser immediately. If you have recently sold all of your Tatts Shares, please ignore this document. A Notice of Scheme Meeting is included as Annexure E, and a Proxy Form for the Scheme Meeting accompanies this Scheme Booklet. The Scheme Meeting will be held at 10.00am on 18 October 2017 at the Brisbane Convention & Exhibition Centre, corner Merivale and Glenelg Streets, South Bank, Brisbane, Queensland. 2 Tatts Group Limited Scheme Booklet Contents 1. Letter from the Chairman of Tatts 7 2. Letter from the Chairman of Tabcorp 9 3. Key dates 10 4. Overview of the Transaction 11 5. Why you should vote in favour of the Scheme 14 6. Why you may consider voting against the Scheme 20 7. Other relevant considerations in relation to voting on the Scheme 22 8. Frequently asked questions 24 9. Meeting details and how to vote 34 10. Profile of Tatts Group 36 11. Profile of Tabcorp 45 12. Profile of the Combined Group 62 13. Risk factors 78 14. Implementation of the Scheme 90 15. Tax implications 99 16. Additional information 104 17. Definitions and interpretation 112 Annexure A - Independent Expert’s Report 119 Annexure B - Investigating Accountant’s Report 341 Annexure C - Scheme of Arrangement 349 Annexure D - Deed Poll 369 Annexure E - Notice of Scheme Meeting 377 3 Important Notices Date of Scheme Booklet This Scheme Booklet is dated 8 September 2017. This Scheme Booklet contains important information This is an important document and requires your immediate attention. This Scheme Booklet is the explanatory statement for the Scheme required by section 412(1) of the Corporations Act. The purpose of this Scheme Booklet is to explain the terms and effects of the Scheme, the manner in which the Scheme will be considered and Implemented (if approved by the Requisite Majorities of Tatts Shareholders and by the Court), and to provide information as is prescribed or otherwise material to the decision of Tatts Shareholders regarding how to vote on the Scheme. You should read this Scheme Booklet in its entirety before making a decision as to whether or not to vote in favour of the Scheme. If you have sold all of your Tatts Shares as at the date of this Scheme Booklet, please ignore this Scheme Booklet. Status of the Scheme Booklet This Scheme Booklet is not a disclosure document required by Chapter 6D of the Corporations Act. Section 708(17) of the Corporations Act provides that Chapter 6D of the Corporations Act does not apply in relation to arrangements under Part 5.1 of the Corporations Act approved at a meeting held as a result of an order under section 411(1) of the Corporations Act. Instead, Tatts Shareholders asked to vote on an arrangement at such a meeting must be provided with an explanatory statement as referred to above. Responsibility for information The Tatts Information has been prepared by Tatts and is the sole responsibility of Tatts. Neither Tabcorp nor any of the Tabcorp Directors, Tabcorp’s Subsidiaries, officers, employees or advisers assume any responsibility for the accuracy or completeness of the Tatts Information. The Tabcorp Information has been provided by Tabcorp and is the sole responsibility of Tabcorp. Neither Tatts nor any of the Tatts Directors, Tatts’ Subsidiaries, officers, employees or advisers assume any responsibility for the accuracy or completeness of the Tabcorp Information. Grant Samuel has prepared the Independent Expert’s Report in relation to the Scheme contained in Annexure A and takes sole responsibility for that report. None of Tatts, Tabcorp, the Tatts Directors, the Tabcorp Directors, or any of their respective Subsidiaries, officers, employees or advisers assume any responsibility for the accuracy or completeness of the information contained in the Independent Expert’s Report, except, in the case of Tatts and Tabcorp respectively, in relation to the information which it has provided to the Independent Expert. PwC Securities Ltd has prepared the Investigating Accountant’s Report in relation to the Scheme contained in Annexure B and takes sole responsibility for that report. None of Tatts, Tabcorp, the Tatts Directors, the Tabcorp Directors, or any of their respective Subsidiaries, officers, employees or advisers assume any responsibility for the accuracy or completeness of the information contained in the Investigating Accountant’s Report. No consenting party, as listed in Section 16.9, has withdrawn their consent to be named before the date of this Scheme Booklet. ASIC, ASX and the Court A copy of this Scheme Booklet has been provided to ASIC for examination for the purpose of section 411(2)(b) of the Corporations Act and has been registered by ASIC for the purpose of section 412(6) of the Corporations Act. ASIC has reviewed a copy of this Scheme Booklet. Tatts has asked ASIC to provide a statement, in accordance with section 411(17)(b) of the Corporations Act, that ASIC has no objection to the Scheme. ASIC’s policy in relation to statements under section 411(17)(b) of the Corporations Act is that it will not provide such a statement until the Second Court Date. This is because ASIC will not be in a position to advise the Court until it has had an opportunity to observe the entire Scheme process. If ASIC provides that statement, it will be produced to the Court at the time of the hearing on the Second Court Date. A copy of this Scheme Booklet has been lodged with the ASX. Neither ASIC nor the ASX nor any of their respective officers take any responsibility for the contents of this Scheme Booklet. Important notice associated with the Court order under section 411(1) of the Corporations Act The fact that the Court has ordered under section 411(1) of the Corporations Act that the Scheme Meeting be convened and has directed that the Scheme Booklet accompany the Notice of Scheme Meeting does not mean that the Court: (a) has formed any view as to the merits of the proposed Scheme nor as to how Tatts Shareholders should vote (on this matter Tatts Shareholders must reach their own decision); (b) has prepared, or is responsible for, the content of the Scheme Booklet; or (c) has approved or will approve the terms of the Scheme. No investment advice The information and recommendations contained in this Scheme Booklet do not constitute financial product advice and have been prepared without reference to the investment objectives, financial situation, tax position and particular needs of individual Tatts Shareholders or any other person. The information in this Scheme Booklet should not be relied upon as the sole basis for any investment decision in relation to the Scheme or the Tatts Shares. It is important that you consider the information in this Scheme Booklet in light of your particular circumstances. In particular, it is important that you consider the potential risks if the Scheme does not proceed, as set out in Section 7.2 of this Scheme Booklet, and the views of the Independent Expert set out in the Independent Expert’s Report contained in Annexure A. You should seek advice from your own independent and appropriately licensed financial, tax or other professional adviser before making any decision regarding the Scheme or how to vote in relation to the Scheme. 4 Tatts Group Limited Scheme Booklet Not an offer This Scheme Booklet does not in any way constitute an offer to sell, or a solicitation of an offer to buy, any securities in Tabcorp or Tatts in any place or jurisdiction where an offer or solicitation would be illegal.
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