ASX Announcement WOTIF.COM HOLDINGS LIMITED ABN 41 093 000 456
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ASX Announcement WOTIF.COM HOLDINGS LIMITED ABN 41 093 000 456 DATE: Friday 5 September 2014 WOTIF GROUP RELEASES SCHEME BOOKLET Wotif.com Holdings Limited (Wotif Group) announces today that the Supreme Court of Queensland has made orders to convene a meeting of Wotif Group shareholders on Thursday, 9 October 2014 to consider and vote on the previously announced Scheme of Arrangement (Scheme) under which Expedia Australia Investments Pty Limited (Expedia) will acquire 100% of the ordinary shares in Wotif Group. The Scheme Booklet has today been registered with Australian Securities and Investments Commission. A copy of the Scheme Booklet, including the Independent Expert's Report and an updated timetable, will be mailed or emailed to Wotif Group shareholders over the next week. A copy of the Scheme Booklet, including the Independent Expert's Report, is attached to this announcement. The Independent Expert, Grant Samuel & Associates Pty Limited, has concluded that the Scheme is fair and reasonable and, therefore, in the best interests of Wotif Group shareholders in the absence of a superior proposal. The Wotif Group Directors believe that the Scheme is in the best interests of Wotif Group shareholders and unanimously recommend that Wotif Group shareholders vote in favour of the Scheme, in the absence of a superior proposal. The Wotif Group Directors and Mr Andrew Brice collectively represent approximately 35.7% of Wotif Group’s fully diluted issued share capital and intend to vote any Wotif Group shares held or controlled by them in favour of the Scheme, in the absence of a superior proposal. Scheme Meeting The Scheme Meeting will be held at 10.00am (Brisbane time) on Thursday 9 October 2014 at UQ Downtown, Level 19, Central Plaza One, 345 Queen Street, Brisbane. All Wotif Group shareholders are encouraged to vote either by attending the Scheme Meeting in person, or by lodging a proxy vote by 10.00 am on Tuesday 7 October 2014. Details of how to lodge a proxy vote are included in the Scheme Booklet. Shareholder Information If you have any questions in relation to the Scheme, or the Scheme Booklet, please contact the Wotif Group Shareholder Information Line on 1300 721 953 (within Australia) or +61 3 9415 4802 (outside Australia). Further Information Media and investor enquiries please contact: Analysts and institutions please contact: Kim Stockham Cath McMurchy Head of Public Relations Executive Assistant For personal use only T: (+61) 7 3310 9726 T: (+61) 7 3512 9965 M: (+61) 409 580 644 M: (+61) 409 240 144 E: [email protected] E: [email protected] WOTIF.COM HOLDINGS LIMITED ABN 41 093 000 456 | 7 Baroona Road Milton QLD 4064 Australia Phone: +61 7 3512 9965 Fax: +61 7 3512 9914 Email: [email protected] ASX 296 SCHEME BOOKLET For a Scheme of Arrangement between Wotif.com Holdings Limited ACN 093 000 456 (WTF) and the holders of ordinary shares in WTF in relation to the proposed acquisition by Expedia Australia Investments Pty Ltd ACN 600 494 086, a wholly owned subsidiary of Expedia, Inc., of all of the ordinary shares in WTF. THE DIRECTORS UNANIMOUSLY RECOMMEND THAT YOU VOTE IN FAVOUR OF THE RESOLUTION TO APPROVE THE SCHEME, IN THE ABSENCE OF A SUPERIOR PROPOSAL EACH DIRECTOR INTENDS TO VOTE THE WTF SHARES THEY OWN OR CONTROL IN FAVOUR OF THE SCHEME, IN THE ABSENCE OF A SUPERIOR PROPOSAL THE INDEPENDENT EXPERT HAS CONCLUDED THAT THE SCHEME IS FAIR AND REASONABLE AND, THEREFORE, IN THE BEST INTERESTS OF WTF SHAREHOLDERS, IN THE ABSENCE OF A SUPERIOR PROPOSAL This is an important document and requires your immediate attention. For personal use only You should read this document in its entirety before deciding whether or not to vote in favour of the Scheme. If you are in any doubt as to how to deal with this document, please consult your broker, legal or financial adviser immediately. Financial Adviser If you have recently sold all of your WTF Shares, please ignore this document. A Notice of Scheme Meeting is included as Annexure E to this Scheme Booklet, and a proxy form for the Scheme Meeting accompanies this Scheme Booklet. The Scheme Meeting will be held at 10.00 am (Brisbane time) on Thursday, 9 October 2014 at UQ Downtown, Level 19, Central Plaza One, 345 Queen Street, Brisbane. Legal Adviser WTF SHAREHOLDER INFORMATION LINE INSIDE AUSTRALIA (TOLLFREE) OUTSIDE AUSTRALIA 1300 721 953 +61 3 9415 4802 For personal use only Contents Important notices 3 Letter from the Chairman of Wotif.com Holdings Limited 5 Timetable and key dates 6 Your vote 7 1. Frequently asked questions 8 2. Key features of the Scheme 14 2.1 Overview 14 2.2 What you will receive if the Scheme is implemented 14 2.3 Directors’ recommendation 14 2.4 Voting intentions of the Directors 14 2.5 Independent Expert’s opinion 14 2.6 Conditions precedent 14 2.7 Key steps to implement the Proposal and approvals required 15 2.8 Exclusivity arrangements 15 2.9 Break Fee 15 2.10 Taxation implications 16 2.11 If the Scheme does not proceed 16 2.12 Action to be taken by WTF Shareholders 16 2.13 WTF Shareholders may sell their WTF Shares on the ASX at any time before 16 the suspension of WTF Shares from trading 2.14 Further information for WTF Shareholders 16 3. Recommendations and matters relevant to your vote 17 3.1 Reasons to vote in favour of the Scheme 17 3.2 Possible reasons not to vote in favour of the Scheme 19 3.3 Other relevant considerations 19 4. Information on Wotif Group 21 4.1 Overview of Wotif Group 21 4.2 Overview of Wotif Group Brands 21 4.3 Board and senior management 22 4.4 Capital structure 22 4.5 Risk 22 4.6 Recent WTF share price performance 24 4.7 Historical financial overview 25 4.8 Material change in WTF’s financial position since the last published accounts 27 (30 June 2014) 4.9 Publicly available information 27 5. Information on Expedia, Inc. 28 5.1 General 28 5.2 Overview of Expedia Group’s business 28 5.3 Directors and management 28 5.4 Rationale for the Expedia Group’s proposed acquisition of Wotif 28 5.5 Acquiring entity 28 5.6 Funding arrangements for Scheme Consideration 29 5.7 The Expedia Group’s intentions if the Scheme is implemented 29 5.8 Information on WTF securities 30 For personal use only 5.9 No other material information 30 5.10 Expedia’s Disclosure 30 Wotif Group Scheme Booklet 2014 6. Implementation of the Scheme 31 6.1 Scheme Meeting 31 6.2 Eligibility to vote 31 6.3 Second Court Hearing 31 6.4 Effective Date 31 6.5 Entitlement to Participate in the Special Dividend and the Scheme 31 6.6 Payment of the Special Dividend and the Scheme Consideration 31 6.7 Implementation Date 32 6.8 Warranty by WTF Shareholders about their WTF Shares 32 6.9 Suspension of trading in WTF Shares 32 6.10 Effect of the Scheme on creditors 32 6.11 Stamp duty 32 6.12 Key terms of the Implementation Agreement 32 6.13 Deed Poll 36 6.14 Copy of Share Register 36 7. Additional information 37 7.1 Wotif Group Directors’ recommendation 37 7.2 Intentions of WTF Directors concerning the business of Wotif Group 37 7.3 Capital structure of WTF 37 7.4 Notifiable interests 37 7.5 Marketable securities held by Directors 37 7.6 Agreements or arrangements with WTF Directors 38 7.7 Payments or other benefits to Directors and Wotif Group executive officers 38 7.8 Interests of Directors in contracts entered into by a member of the 38 Expedia Group 7.9 Impact of the Transaction on the WTF Executive Share Option Plan 38 7.10 Consents and disclaimers 39 7.11 Independent Expert 39 7.12 Expedia Investments and Expedia, Inc. consent 39 7.13 ASIC Relief 39 7.14 Foreign selling restrictions 40 7.15 Other information material to the making of a decision in relation to 40 the Scheme 7.16 Supplementary information 40 8. Taxation implications 41 8.1 Introduction 41 8.2 ATO Class Ruling 41 8.3 Australian Income Tax Implications –Special Dividend 41 8.4 Australian Income Tax Implications of Disposal 42 8.5 Stamp duty 43 8.6 Goods and Services Tax (GST) 43 9. Defined terms 44 Annexure A - Independent Expert’s report 48 Annexure B – Implementation Agreement 127 Annexure C – Deed Poll 203 For personal use only Annexure D – Scheme 211 Annexure E – Notice of Scheme Meeting 223 Important notices General Hearing to approve the Scheme. Neither ASIC nor any of WTF Shareholders should read this document in its its officers take any responsibility for the contents of entirety before making a decision as to how to vote on the this document. Scheme Resolution to be considered at the Scheme A copy of this document has been lodged with the ASX. Meeting. If you are in any doubt as to how to deal with Neither the ASX nor any of its officers take any this document, please consult your broker, legal adviser responsibility for the contents of this document. or financial adviser immediately. The Court has ordered the convening of the Scheme Meeting pursuant to section 411(1) of the Corporations Purpose of this document Act. The fact that under section 411(1) of the Corporations The purpose of this document is to explain the terms of Act the Court has ordered that the Scheme Meeting be the proposal for Expedia Investments, a wholly owned convened and has approved the Scheme Booklet subsidiary of Expedia, Inc., to acquire all of the ordinary required to accompany the Notice of Scheme Meeting (set shares in Wotif.com Holdings Limited (WTF or the out in Annexure E of this document) does not mean that Company) by way of a Scheme and the manner in which the Court: the Scheme will be considered and implemented (if a.