Scheme Booklet Registered with Asic
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21 August 2020 WEBCENTRAL GROUP LIMITED (ASX: WCG) SCHEME BOOKLET REGISTERED WITH ASIC Webcentral Group Limited (Webcentral) is pleased to announce that the Australian Securities and Investments Commission (ASIC) has registered the scheme booklet (Scheme Booklet) in relation to the proposed acquisition of Webcentral by a wholly owned subsidiary of Web.com Group, Inc. by way of a scheme of arrangement, as announced on 13 July 2020 (Scheme). This follows the issuance of orders made by the Supreme Court of New South Wales today approving the convening of a meeting of Webcentral shareholders to consider and vote on the Scheme (Scheme Meeting), as announced by Webcentral earlier today. Despatch of Scheme Booklet AcopyoftheSchemeBooklet,whichincludestheindependentexpert’sreportandthenoticeof Scheme Meeting, is attached to this announcement. The Scheme Booklet is expected to be sent to Webcentral shareholders by 27 August 2020. Webcentral shareholders who have previously elected to receive communications electronically will be sent an email allowing them to access the materials electronically and Webcentral will send the materials to all other shareholders by post. Independentexpert’sreport The independent expert, BDO Corporate Finance (WA) Pty Ltd (BDO), has concluded that the Scheme is fair and reasonable and, therefore, is in the best interests of Webcentral shareholders, in the absence of a superior proposal. BDO has assessed the full underlying value of Webcentral at between $0.083 and $0.126 per Webcentral share. The cash consideration of $0.10 per Webcentral share payable to Webcentral shareholders pursuant to the Scheme is within this range. BDO’sconclusionshouldbereadincontextwiththefullindependentexpert’sreportandtheScheme Booklet, which will be released shortly. Webcentral directors’recommendation The Webcentral directors continue to unanimously recommend that Webcentral shareholders vote in favour of the Scheme in the absence of a Superior Proposal1 and subject to the independent expert continuing to conclude that the Scheme is in the best interests of Webcentral shareholders. Subject to those same qualifications, the Webcentral directors, who collectively have a relevant interest in approximately 19% of Webcentral shares, intend to vote or procure the vote of all of those Webcentral shares in favour of the Scheme. Mr Larry Bloch, a former director of Webcentral who has a relevant interest in approximately 4.96% of the Webcentral shares, has confirmed to Webcentral that he intends to vote or procure the vote of all the Webcentral shares in which he has a relevant interest at the time of the Scheme Meeting in 1 Inthisannouncement,“SuperiorProposal”hasthesamemeaningasgivenintheschemeimplementationdeedattachedto Webcentral’sannouncementon13July2020. P: 02 9215 6300 P: 02 9215 6300 P: 02 9215 6300 Level 23, 680 George St, Level 9, 505 Little Collins St, Level 3, 192 Ann Street Sydney NSW 2000 Melbourne VIC 3000 Brisbane QLD 4000 Webcentral group ABN 21 073 716 793 ACN 073 716 793 webcentralgroup.com.au favour of the Scheme, in the absence of a superior proposal (as determined by Mr Bloch acting reasonably) and subject to the independent expert concluding in its independent expert report (and continuing to conclude) that the Scheme is in the best interests of Webcentral shareholders. Further information Webcentral encourages Webcentral shareholders to read the Scheme Booklet in its entirety before deciding whether or not to vote in favour of the Scheme at the Scheme Meeting. Webcentral also encourages Webcentral shareholders to note key events and indicative dates as set out in the Scheme Booklet. Please contact Ms Emma Jewell of Red Agency for any media enquiries or Mr Andrew Reitzer for any investor queries. Ms Emma Jewell Mr Andrew Reitzer Red Agency Chairman P: 0408 199 396 0417 275 806 E: [email protected] ENDS. The release of this announcement to the ASX was authorised by the Webcentral Board of Directors About Webcentral Group Ltd WebcentralGroupLtdisAustralia’slargestfull-service digital services partner for small and medium businesses - fuelling the growth of local businesses from inception to acceleration. Since its founding in 1996, Webcentral Group Ltd (previously Melbourne IT Group and Arq Group) has helped fuel the digital success of more than one million Australian small to medium businesses. With roots in domain name and hosting, Webcentral Group Ltd are the small and medium business digital growth solution experts helping businesses get online, improve their online performance, and protect their online presence. Webcentral Group Ltd consists of the brands Netregistry, WME, Melbourne IT, and Domainz. The Webcentral Group Ltd Enterprise division was divested March 2020. P: 02 9215 6300 P: 02 9215 6300 P: 02 9215 6300 Level 23, 680 George St, Level 9, 505 Little Collins St, Level 3, 192 Ann Street Sydney NSW 2000 Melbourne VIC 3000 Brisbane QLD 4000 Webcentral group ABN 21 073 716 793 ACN 073 716 793 webcentralgroup.com.au THIS IS AN IMPORTANT DOCUMENT AND REQUIRES YOUR IMMEDIATE ATTENTION. YOU SHOULD READ IT ENTIRELY BEFORE DECIDING WHETHER OR NOT TO VOTE IN FAVOUR OF THE SCHEME OF ARRANGEMENT. IF YOU ARE IN ANY DOUBT ABOUT HOW TO DEAL WITH THIS DOCUMENT, YOU SHOULD CONTACT YOUR BROKER OR FINANCIAL, TAXATION, LEGAL OR OTHER PROFESSIONAL ADVISER IMMEDIATELY. VOTE IN FAVOUR Scheme Booklet This Scheme Booklet relates to a scheme of arrangement between Webcentral Group Limited (ACN 073 716 793) and its shareholders which, if implemented, will result in Web.com Aus Bidco Pty Ltd (ACN 635 836 298) acquiring all of the Webcentral Shares. Your Webcentral 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 Webcentral Shareholders. The Independent Expert has concluded that the Scheme is fair and reasonable and, therefore, is in the best interests of Webcentral Shareholders, in the absence of a superior proposal. FINANCIAL ADVISER LEGAL ADVISER IMPORTANT NOTICES General enedterms This Scheme Booklet is important and requires your immediate CapitalisedtermsusedinthisSchemeBookletaredenedin attention. You should read this Scheme Booklet in full before section 10 of this Scheme Booklet, which section 10 of this making any decision as to how to vote at the Scheme Meeting. Scheme Booklet also sets out some rules of interpretation which apply to this Scheme Booklet. Some of the documents Nature of this Scheme Booklet reproduced in the annexures to this Scheme Booklet have their This Scheme Booklet includes the explanatory statement for owndenedterms,whicharesometimesdifferenttothoseset the Scheme required by subsection 412(1) of the Corporations out in section 10. Act. The Notice of Scheme Meeting is set out in Annexure 4. No investment advice This Scheme Booklet does not constitute or contain an offer to Webcentral Shareholders, or a solicitation of an offer from This Scheme Booklet has been prepared without reference to Webcentral Shareholders, in any jurisdiction. This Scheme theinvestmentobjectives,nancialandtaxationsituationor Booklet is not a disclosure document required by Chapter 6D of particular needs of any Webcentral Shareholder or any other the Corporations Act. Subsection 708(17) of the Corporations person. The information and recommendations contained in Act provides that Chapter 6D of the Corporations Act does not this Scheme Booklet do not constitute, and should not be taken apply in relation to arrangements under Part 5.1 of the as,nancialproductadviceTheWebcentralDirectors Corporations Act approved at a meeting held as a result of an encourageoutoseekindependentnancialandtaxation order under subsection 411(1). Instead, Webcentral advice, and to read this Scheme Booklet in its entirety, before Shareholders asked to vote on an arrangement at such a making any investment decision and any decision as to meeting must be provided with an explanatory statement as whether or not to vote in favour of the Scheme. In particular, it referred to above. is important that you consider the potential risks if the Scheme does not proceed, as set out in section 7 of this Scheme ASIC and ASX Booklet, and the views of the Independent Expert set out in the A copy of this Scheme Booklet has been registered by ASIC for Independent Expert's Report contained in Annexure 1. If you the purposes of subsection 412(6) of the Corporations Act. are in doubt as to the course you should follow, you should ASIC has been given the opportunity to comment on this consult an independent and appropriately licensed and Scheme Booklet in accordance with subsection 411(2) of the authorised professional adviser immediately. CorporationsActeitherASIC,noranofitsofcers,takes Forward looking statements any responsibility for the contents of this Scheme Booklet. ASIC has been requested to provide a statement, in accordance with Some of the statements appearing in this Scheme Booklet paragraph 411(17)(b) of the Corporations Act, that it has no (including in the Independent Expert's Report) may be in the objection to the Scheme. If ASIC provides that statement, it will nature of forward looking statements. Forward looking be produced to the Court at the time of the Court hearings to statements or statements of intent in relation to future events in approve the Scheme. A copy of this Scheme Booklet has been this Scheme Booklet (including in the Independent Expert's providedtotheASXeithertheASX,noranofitsofcers,