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Eyecare Partners Limited (“Epl”)

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Eyecare Partners Limited (“Epl”) Company Announcements Office ASX Limited 20 Bridge Street SYDNEY NSW 2000 By electronic lodgement on 18 November 2011 Total Pages: 70 (including cover letter) Dear Sir/Madam EYECARE PARTNERS LIMITED (“EPL”) NOTICE OF EXTRAORDINARY GENERAL MEETING In accordance with ASX Listing Rule 15.2, attached is a copy of the following documents that are being dispatched to shareholders of EPL today: 1. Notice of Extraordinary General Meeting of EPL shareholders to be held on Tuesday 20 December 2011; 2. Explanatory Statement; and 3. Independent Expert’s Report. Also attached is a sample Proxy Form for the Meeting. Proxy Forms with pre-populated shareholder details will accompany the documents sent to shareholders. Yours faithfully For and on behalf of Eyecare Partners Limited Michael Jenkins Company Secretary For personal use only Eyecare Partners Limited Ph: +61 (0) 2 9695 9300 A.B.N. 47 006 505 880 Fax: +61 (0) 2 9316 8892 Ground Floor, 4A Lord Street, Email: [email protected] Botany, NSW, 2019 PO Box 641, Botany, NSW, 1455 Eyecare Partners Limited ABN 47 006 505 880 Notice of Extraordinary General Meeting & Explanatory Statement Meeting Details Time & Date: 10.30am AEDT, Tuesday 20 December 2011 Location: Ground Floor, 4A Lord Street, Botany, NSW, 2019 For personal use only This is an important document. If you are in any doubt about the information provided, or how you should act, you should consult your investment or other professional adviser. Contents Heading Page Contents, Abbreviations, Important Dates 2 Chairman’s Letter 3 NoticeofEGM 4 NotestotheNoticeofEGM 5 Explanatory Statement 7 Overview of the Proposed Transactions 7 Effect of the Proposed Transactions 11 Summary of the Transaction Documents 12 Legal and Regulatory Requirements 14 Directors’ Interests 15 Share Price Information 16 Other Information 16 Glossary 17 Appendix: Independent Expert’s Report Abbreviations Terms and abbreviations used in this Notice of EGM and Explanatory Statement are defined in the Glossary. Important Dates Key Outcome Date Record date to determine entitlement to vote at 10:30am AEDT, 18 December 2011 EGM Deadline for return of Proxy Forms 10:30am AEDT, 18 December 2011 EGM 10:30am AEDT, 20 December 2011 If Proposed Resolution approved at the EGM, Shortly following the EGM** Proposed Transactions completed **Note: Given the proximity of the EGM to the Christmas period, the actual date of completion of the Proposed Transactions is not certain. Your vote is important The business of the EGM affects your shareholding and your vote is important. Information relating to which Shareholders are entitled to vote on the Proposed Resolution and how they For personal use only may vote is set out in the Notice of EGM and Explanatory Statement. Notice of EGM & Explanatory Statement 2 Dear Fellow Shareholders On 19 October 2011 Eyecare Partners Limited (“EPL”) announced to the ASX the sale of 3 optometry businesses operating across 6 locations to interests associated with Dr Anthony Hanks OAM and Vicki Hanks. The consideration payable by Dr Hanks and Vicki Hanks and their associates is, in effect, $2,540,541 (payable partly in cash of $1,350,000 and partly through the buyback of 28,346,219 fully paid ordinary shares in EPL). In the announcement, I commented that “We believe the transaction we are announcing today is a win/win for all concerned. The share buyback will remove the uncertainty on our share register as a result of Dr Hanks' strategic conflict and the sale of the practices will generate $1.35m in cash for EPL.” I continue to believe this transaction is a win/win for all concerned and, in particular, I view this as positive news for the shareholders of EPL. Since the announcement, we have engaged Moore Stephens Sydney Corporate Finance Pty Ltd to prepare an independent expert report advising whether the proposed transactions are fair and reasonable to those EPL shareholders that are not associated with Dr Hanks and Vicki Hanks. I’m pleased to note that Moore Stephens have found that the proposed transactions are indeed fair and reasonable. As required by the Corporations Act 2001 (Cth) and the ASX Listing Rules, we are now seeking the requisite shareholder approval to complete the proposed transactions. EPL’s board of directors believes the proposed transactions are in your interests as EPL shareholders and unanimously recommends that you vote in favour of the proposed resolution. Your support and your vote at the general meeting are important and critical in determining whether or not the proposed transactions shall proceed. I urge you to read the enclosed notice of extraordinary general meeting, explanatory statement and the independent expert’s report carefully as they provide information which will assist you in making an informed decision as to how you will vote at the general meeting. If you have any questions, you should consult your legal or financial adviser. I look forward to seeing you at the general meeting or, if you are unable to attend in person, receiving your proxy vote in advance. Yours faithfully, Ray Fortescue, Executive Chairman BOptom (Hons), FCLSA, MAICD 18 November 2011 For personal use only Eyecare Partners Limited Ph: +61 (0) 2 9695 9300 A.B.N. 47 006 505 880 Fax: +61 (0) 2 9316 8892 Ground Floor, 4A Lord Street, Email: [email protected] Botany, NSW, 2019 PO Box 641, Botany, NSW, 1455 Notice of EGM & Explanatory Statement 3 Notice of Extraordinary General Meeting Eyecare Partners Limited ABN 47 006 505 880 (Company or EPL) gives notice that an extraordinary general meeting of its Shareholders will be held at Ground Floor, 4A Lord Street, Botany, NSW, 2019 on Tuesday 20 December 2011 at 10:30 am AEDT. The Explanatory Statement, which accompanies this Notice of EGM, describes the various matters to be considered. The Notes attached to this Notice of EGM should be read together with and form part of this Notice of EGM. Terms and abbreviations used in this Notice of EGM and Explanatory Statement are defined in the Glossary. Business Approval of the Proposed Transactions To consider and, if thought fit, pass the following as a special resolution: “That, for the purposes of section 257D of the Corporations Act and Listing Rule 10.1 and for all other purposes, the following be approved: (a) the terms and conditions of the Transaction Documents dated 19 October 2011 (including without limitation the Buy-back Agreement), details of which are set out in the Explanatory Statement accompanying this Notice of EGM; and (b) the selective buy-back of 28,346,219 fully paid ordinary Shares by the Company from the Partnership and Utada on the terms and subject to the conditions set out in the Buy-back Agreement, details of which are set out in the Explanatory Statement accompanying this Notice of EGM.” Dated: 18 November 2011 BY ORDER OF THE BOARD Michael Jenkins, Company Secretary Eyecare Partners Limited For personal use only Notice of EGM & Explanatory Statement 4 Notes These notes form part of the Notice of EGM. 1. Voting exclusion statement As the Hanks Entities are parties to the Buy-back Agreement, pursuant to sections 257D (1) and 257H (1) of the Corporations Act neither they nor their Associates are entitled to vote on the Proposed Resolution. Accordingly, the Company will disregard any votes cast by the Hanks Entities and their Associates in relation to the Proposed Resolution. In accordance with the Listing Rules, the Company need not disregard a vote if: (a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or (b) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides. 2. Entitlement to attend and vote Pursuant to regulation 7.11.37 of the Corporations Regulations 2001 (Cth), the holders of the Company’s Shares for the purposes of the meeting, will be those registered holders of Shares at 10:30am AEDT, 18 December 2011. If you are entitled to vote, you may vote by attending the meeting in person, by proxy or authorised representative. 3. Voting in person To vote in person, attend the EGM on the date and time and at the place set out above. 4. Voting by proxy A Proxy Form is enclosed with this Notice of Meeting and Explanatory Statement. A Shareholder who is entitled to attend and vote at the EGM may appoint a proxy. A proxy can be either an individual or a body corporate. A proxy does not need to be a Shareholder of the Company. The appointment may specify the proportion or number of votes the proxy may exercise. To be effective, your completed Proxy Form must be received by the Share Registrar in accordance with the instructions set out on the Proxy Form. Shareholders who wish to appoint the Chairman of the meeting as proxy to vote on their behalf may leave open their votes to the discretion of the Chairman. The Chairman of the meeting intends to vote undirected proxies in favour of the Proposed Resolution. For personal use only 5. Corporate representatives A body corporate which is a Shareholder may appoint an individual as its corporate representative to exercise any of the powers the body corporate may exercise at meetings of a company’s members. The appointment must comply with the requirements of section 250D of the Corporations Act. The appointment may be a standing one. Unless the appointment states otherwise, the corporate representative may exercise all of the Notice of EGM & Explanatory Statement 5 powers that the appointing body corporate could exercise at the EGM or in voting on the Proposed Resolution.
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