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Scheme Booklet

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Scheme Booklet 2 March 2018 Federal Court Orders Convening of Scheme Meeting Tox Free Solutions Limited (“Toxfree”) announces that the Federal Court of Australia (“Court”) has today ordered the convening of a meeting of Toxfree shareholders (“Scheme Meeting”) to consider and vote on the previously announced scheme of arrangement, under which Cleanaway Waste Management Limited will acquire 100% of the ordinary shares in Toxfree via its wholly-owned subsidiary, Cleanaway (No. 1) Pty Ltd (the “Scheme”). The Scheme Meeting will be held at 10:00am (Perth time) on Friday, 6 April 2018 at the Parmelia Hilton (Karri Room), 14 Mill Street, Perth. Following today’s Court hearing, the Australian Securities and Investments Commission registered the Scheme Booklet in relation to the Scheme, which includes a Notice of Scheme Meeting, a copy of the Proxy Form for the Scheme Meeting and an Independent Expert’s Report from Lonergan Edwards & Associates Limited (“Independent Expert”). The Independent Expert has concluded that the Scheme is fair and reasonable and in the best interests of Toxfree shareholders in the absence of a superior proposal. A copy of the Scheme Booklet is attached to this announcement. Toxfree shareholders who have elected to receive communications electronically will receive an email which contains instructions about how to download a copy of the Scheme Booklet, and to lodge their proxy vote online. Toxfree shareholders who have not made such an election will be mailed a printed copy of the Scheme Booklet, which is expected to be despatched on or before Wednesday, 7 March 2018. The Scheme Booklet will also be available for viewing and download on Toxfree’s website at http://www.toxfree.com.au/asx- announcements. Toxfree’s Board of Directors unanimously recommend that Toxfree shareholders vote in favour of the Scheme, in the absence of a superior proposal and subject to the Independent Expert continuing to conclude that the Scheme is in the best interests of Toxfree shareholders. Each Toxfree Director intends to vote all the Toxfree shares that he or she holds in favour of the Scheme, subject to those same qualifications. Special Dividend Toxfree is pleased to announce that it has now declared a fully franked special dividend of $0.58 per Toxfree share (“Special Dividend”), which will be paid on the Special Dividend Payment Date (currently anticipated to be Monday, 30 April 2018), subject to the Scheme becoming effective. If the Scheme is successfully implemented, Toxfree shareholders who are registered on both the Special Dividend Record Date and the Scheme Record Date (please refer to the indicative Scheme timetable outlined below) will receive a total cash payment of $3.425 for each Toxfree share they own, which will comprise: For personal use only • a fully franked Special Dividend of $0.58 per share; and • Scheme Consideration of $2.845 per share. 1 Toxfree has applied to the Australian Taxation Office (“ATO”) requesting a class ruling in relation to the tax implications of the Scheme, including the availability of franking credits on the Special Dividend. On the proviso that a favourable class ruling is obtained from the ATO (please refer to Section 8 of the Scheme Booklet for further details), Toxfree shareholders who are able to obtain the full benefit of the $0.249 franking credits associated with the Special Dividend may also receive additional value. Whether a Toxfree shareholder is able to obtain the full benefit of the franking credits depends on their personal tax circumstances. Toxfree shareholders should seek independent legal, financial or other professional advice before making any decision regarding the Scheme. Indicative Scheme Timetable The important dates and expected timetable for the Scheme are set out fully in the Scheme Booklet and include the following: Event Date Despatch of Scheme Booklet to Toxfree shareholders By Wednesday, 7 March 2018 Scheme Meeting Friday, 6 April 2018 Second Court Date Monday, 16 April 2018 Effective Date / Toxfree shares cease trading on the ASX Tuesday, 17 April 2018 Special Dividend Record Date Friday, 20 April 2018 Scheme Record Date Tuesday, 24 April 2018 Special Dividend paid to eligible Toxfree shareholders Monday, 30 April 2018 Implementation Date and Scheme Consideration paid to eligible Toxfree Wednesday, 2 May 2018 shareholders All dates are indicative only. Toxfree reserves its right to vary any of the dates set out in the above table, subject to obtaining any necessary approvals. The actual timetable will depend upon the time at which the conditions to the Scheme are satisfied or, if applicable, waived. The Scheme is subject to a number of conditions, including the approval of Toxfree shareholders, the Court and the Australian Competition & Consumer Commission (“ACCC”). It is currently expected that the ACCC will announce its findings on Thursday, 29 March 2018, which may be a final decision not to oppose the Scheme, or alternatively the ACCC may publish a Statement of Issues which may cause a change in the current indicative timetable. Toxfree encourages all of its shareholders to read the Scheme Booklet carefully and in its entirety before deciding whether or not to vote in favour of the Scheme at the Scheme Meeting. If you have any questions in relation to the Scheme or the Scheme Booklet, you should contact the Toxfree Shareholder Information Line on 1300 153 326 (within Australia) or +61 3 9415 4343 (outside of Australia) between 8:30am and 5:00pm (Melbourne time) on business days. For further information, please contact: Steve Gostlow Managing Director For personal use only Tox Free Solutions Limited +61 8 6216 7000 2 Tox Free Solutions Limited ACN 058 596 124 Scheme Booklet For the recommended scheme of arrangement in relation to the proposed acquisition of all of your Toxfree Shares by Cleanaway Waste Management Limited A Notice of Scheme Meeting is included as Annexure E VOTE YES The Toxfree Directors unanimously recommend that you vote in favour of the Scheme, in the absence of a Superior Proposal and subject to the Independent Expert continuing to conclude that the Scheme is in the best interests of Toxfree Shareholders The Independent Expert has concluded that the Scheme is fair and reasonable and in the best interests of Toxfree Shareholders in the absence of a Superior Proposal THIS IS AN IMPORTANT DOCUMENT AND REQUIRES YOUR IMMEDIATE ATTENTION. YOU SHOULD READ THIS SCHEME BOOKLET IN ITS ENTIRETY PRIOR TO DECIDING WHETHER OR NOT TO VOTE IN FAVOUR OF THE SCHEME. If you are in any doubt as to how to deal with this Scheme Booklet, please consult your legal, financial or other professional adviser immediately. If you have sold all of your Toxfree Shares, please ignore this Scheme Booklet. If you have any questions in relation to this Scheme Booklet or the Scheme you should contact the Toxfree Shareholder Information Line on 1300 153 326 (within Australia) or +61 3 9415 4343 (outside of Australia) between 5.30 am and 2.00 pm (Perth time) on Business Days prior to 1 April 2018 and between 6.30 am and 3.00 pm (Perth time) on Business Days after that date. For personal use only FINANCIAL ADVISER LEGAL ADVISER For personal use only CONTENTS Important notices 2 Important dates and expected timetable for the Scheme 5 Letter from the Chairman of Toxfree 6 What you should do 8 Summary of considerations relevant to your vote 10 Reasons to vote in favour of the Scheme 11 Reasons to vote against the Scheme 14 Other considerations relevant to your vote on the Scheme 15 1. Summary of the Scheme 16 2. Frequently asked questions 20 3. How to vote 26 4. Information on Toxfree 28 5. Information on Cleanaway and BidCo 36 6. Risk factors 41 7. Implementation of the Scheme 46 8. Tax implications of the Scheme 49 9. Additional information 55 For personal use only 10. Definitions 59 Annexure A Summary of the Scheme Implementation Deed 63 Annexure B Independent Expert’s Report 68 Annexure C Scheme 138 Annexure D Deed Poll 154 Annexure E Notice of Scheme Meeting 163 | 1 IMPORTANT NOTICES Date of Scheme Booklet This Scheme Booklet is dated 2 March 2018. General Toxfree Shareholders should read this Scheme Booklet in its entirety before making a decision as to how to vote on the resolution to be considered at the Scheme Meeting. If you are in any doubt as to how to deal with this Scheme Booklet, please consult your legal, financial or other professional adviser immediately. Purpose of this Scheme Booklet The purpose of this Scheme Booklet is to explain the terms of the Scheme and the manner in which the Scheme will be considered and implemented (if approved), and to provide such information as is prescribed or otherwise material to the decision of Toxfree Shareholders whether or not to approve the Scheme. This Scheme Booklet includes the Explanatory Statement required by section 412(1) of the Corporations Act in relation to the Scheme. Responsibility statement The Toxfree Information (being all information contained in this Scheme Booklet, other than the Cleanaway Information, Section 8 and the Independent Expert’s Report) has been prepared by, and is the responsibility of, Toxfree. Neither BidCo nor Cleanaway, or their respective Related Bodies Corporate, nor any of their directors, officers, employees and advisers assume any responsibility for the accuracy or completeness of the Toxfree Information. The Cleanaway Information (being information regarding the Cleanaway Group, including information in relation to BidCo, the funding of the Scheme Consideration and BidCo’s intentions in relation to the Toxfree Group and its business, including the Toxfree Group’s employees and assets, and any information contained in this Scheme Booklet that is solely based on or prepared on any information so provided by BidCo) has been prepared by, and is the responsibility of, BidCo and Cleanaway.
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