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Metlifecare Limited 2020 Notice of Meeting and Scheme Booklet

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Metlifecare Limited 2020 Notice of Meeting and Scheme Booklet Metlifecare Limited Notice of Meeting and Scheme Booklet For a scheme of arrangement between Metlifecare Limited (Metlifecare) and its shareholders in relation to the proposed acquisition of all the fully paid ordinary shares in Metlifecare at a price of NZ$6.00 per share by Asia Pacific Village Group Limited (APVG). APVG is an entity owned by EQT Infrastructure IV Fund and managed by EQT Fund Management S.à r.l. A majority of your Directors recommend that you vote in favour of the Scheme, in the absence of a Superior Proposal See section 3.2 of this Scheme Booklet for a detailed explanation of the reasons for the differing director recommendations. The special meeting will be held at: Time: 12.00 pm (New Zealand time) Date: Friday, 2 October 2020 Place: The meeting will be held as a virtual online meeting – see the notice of meeting in section 2 of this Scheme Booklet for details. If COVID-19 Government Alert Levels allow, the company will also hold a concurrent physical meeting in the Guineas Room 3, Level 3, Ellerslie Event Centre, Greenlane, Auckland, New Zealand Important This is an important document and requires your immediate attention. You should read it in its entirety before deciding whether or not to vote in favour of the Scheme. If you are in doubt as to any aspect of the Scheme, you should seek advice from your financial, taxation or legal adviser. If you have sold all of your shares in Metlifecare please disregard this Scheme Booklet and hand it and the accompanying voting/proxy form to the purchaser or the agent (e.g. the broker) through whom the sale was made, to be passed onto the purchaser. An Independent Adviser’s Report on the merits of the Scheme accompanies this Scheme Booklet and should be read carefully in conjunction with the Scheme Booklet. IMPORTANTIMPORTANT INFORMATION INFORMATION Purposes of this Scheme Booklet The purposes of this Scheme Booklet are to: proxy solicitation firms, Related Companies of Metlifecare and • provide you with information about the proposed acquisition APVG and Metlifecare’s and APVG’s service providers and advisers. Shareholders have certain rights to access personal of Metlifecare by APVG; information that has been collected. Shareholders should • explain the terms and effect of the Scheme; contact Computershare in the first instance, if you wish to • explain the manner in which the Scheme will be considered access your personal information. Shareholders who appoint a and, if approved, implemented; named person to act as their proxy or corporate representative should make sure that person is aware of these matters. • provide you with information that could reasonably be expected to be material to your decision whether or not to Responsibility for information vote in favour of the Scheme; and Other than as set out below, this Scheme Booklet has been prepared by, and is the responsibility of, Metlifecare: • communicate the information required by the Takeovers Panel in relation to the Scheme. • the APVG Information has been prepared by, and is the responsibility of, APVG. Metlifecare and its Directors, officers This Scheme Booklet is not a product disclosure statement. and employees have not been involved in preparing or Your decision verifying any of the APVG Information and will not assume This Scheme Booklet does not take into account your individual any responsibility for the accuracy or completeness of the investment objectives, financial situation or needs. You must APVG Information. The APVG Group and its respective make your own decisions and seek your own advice in this officers and employees do not assume any responsibility for regard. the accuracy or completeness of any information in the Scheme Booklet other than the APVG Information, and The information and recommendations contained in this Scheme Booklet do not constitute, and should not be taken as • the Independent Adviser’s Report set out in Annexure A has constituting, financial product advice. been prepared by, and is the responsibility of, the If you are in any doubt as to what you should do, you should Independent Adviser. Metlifecare, APVG and their respective Directors, officers, employees and advisers have not been seek advice from your financial, taxation or legal adviser before involved in the preparation of the Independent Adviser’s making any decision regarding the Scheme. Report, other than to provide information to, or answer Not an offer questions from, the Independent Adviser. This Scheme Booklet does not constitute an offer of securities to Shareholders (or any other person), or a solicitation of an offer To the maximum extent permitted by law, Metlifecare and its Directors, officers, employees and advisers do not assume any of securities from Shareholders (or any other person), in any responsibility for the contents of any website referenced in this jurisdiction. Scheme Booklet. Laws of New Zealand Role of Takeovers Panel and High Court This Scheme Booklet has been prepared in accordance with New Zealand law. Accordingly, the information in it may not be The fact that the Takeovers Panel has provided a letter indicating that it does not intend to object to the Scheme (or the same as might have been disclosed had the Scheme Booklet subsequently issues a no-objection statement in respect of the been prepared in accordance with the laws and regulations of Scheme), or that the High Court has ordered that a meeting be another jurisdiction. convened, does not mean that the Takeovers Panel or the High Forward-looking statements Court: This Scheme Booklet contains certain forward-looking • has formed any view as to the merits of the proposed statements which are subject to risks (both known and Scheme or as to how Shareholders should vote – on this unknown), uncertainties, assumptions and other important factors that could cause the actual conduct, results, matter, Shareholders must reach their own decision, or performance or achievements of Metlifecare to be materially • has prepared, or is responsible for the content of, the different. Scheme Booklet or any other material. Deviations as to future conduct, market conditions, results, Timetable and dates performance and achievements are both normal and to be All references to times in this Scheme Booklet are references to expected. New Zealand time, unless otherwise stated. Any obligation to do an act by a specified time in New Zealand time must be done Forward-looking statements generally may be identified by the at the corresponding time in any other jurisdiction. use of forward-looking words such as ‘aim’, ‘anticipate’, ‘believe’, ‘estimate’, ‘expect’, ‘forecast’, ‘foresee’, ‘future’, Notice of the Final Court Hearing on the Scheme ‘intend’, ‘likely’, ‘may’, ‘planned’, ‘potential’, ‘should’, or other If you wish to oppose the Scheme at the Final Court Hearing on similar words. the Scheme (which will take place after the Scheme Meeting), you must file by 5.00 pm on Wednesday, 7 October 2020 a Neither Metlifecare nor any other person gives any notice of appearance or a notice of opposition in proceeding representation, assurance or guarantee that the occurrence of CIV-2020-404-1433 together with supporting documents at the the events expressed or implied in any forward-looking High Court and at the offices of Chapman Tripp, Level 34, PwC statements in this Scheme Booklet will actually occur. You are Tower, 15 Customs Street West, Auckland 1010, New Zealand cautioned against relying on any such forward-looking or by electronic mail addressed to statements. [email protected]. See section 3.16 for more Privacy and personal information detail. Metlifecare and APVG and their respective service providers and Further information available advisers may collect personal information in the process of Further information is available at implementing the Scheme. Such information may include the https://www.metlifecare.co.nz/scheme-asia-pacific. name, contact details and shareholdings of Shareholders and the name of persons appointed by those persons to act as a Defined terms proxy or corporate representative at the Scheme Meeting. The Capitalised terms set out in this Scheme Booklet have the primary purpose of the collection of personal information is to meanings given to them in the Glossary in Section 7. assist Metlifecare and APVG to conduct the Scheme Meeting and Date of this Scheme Booklet implement the Scheme. This Scheme Booklet is dated 3 September 2020. Personal information of the type described above may be disclosed to Computershare, print and mail service providers, METLIFECARE LIMITED | SCHEME BOOKLET FOR SPECIAL MEETING METLIFECARE LIMITED | SCHEME BOOKLET FOR SPECIAL MEETING TABLETABLE OF OF CONTENTS KEY DATES 1 SECTION 1: CHAIR’S LETTER 2 SECTION 2: NOTICE OF MEETING 4 SECTION 3: INFORMATION ABOUT THE SCHEME 6 SECTION 4: INFORMATION ABOUT APVG AND EQT 16 SECTION 5: INFORMATION EQUIVALENT TO SCHEDULE 1 OF THE TAKEOVERS CODE 17 SECTION 6: INFORMATION EQUIVALENT TO SCHEDULE 2 OF THE TAKEOVERS CODE 20 SECTION 7: GLOSSARY 30 ANNEXURE A: INDEPENDENT ADVISER’S REPORT 35 ANNEXURE B: SCHEME PLAN 104 ANNEXURE C: TERMS OF DEED POLL 111 KEYKEY DATES DATES Event Indicative date/time Voting Eligibility Date 5.00 pm, 30 September 2020 Proxy Forms return Date 12.00 pm, 1 October 2020 Scheme Meeting to be held 12.00 pm, 2 October 2020 Last date for filing objections for the 5.00 pm, 7 October 2020 (proceeding CIV-2020-404-1433) Final Court Hearing on the Scheme Date of Final Court Hearing on the 15 October 2020 (or such later date as the High Court directs) Scheme Final Court Orders 16 October 2020 (or such later date as the High Court directs) Trading in Metlifecare Shares suspended 20 October 2020 (Metlifecare will apply for its shares to be suspended from trading on both the NZX Main Board and ASX from close of trading on this date) Scheme Record Date 23 October 2020 Implementation Date 29 October 2020 End Date 25 January 2021 (or such later date as Metlifecare and APVG may agree or as set by Court orders).
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