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ASX Announcement (Scheme Booklet)

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ASX Announcement (Scheme Booklet) 26 April 2018 ASX Market Announcements 20 Bridge Street SYDNEY NSW 2000 Dear Sir / Madam Scheme Booklet registered with Australian Securities and Investments Commission Watpac Limited (Watpac) (ASX: WTP) is pleased to announce that the Australian Securities and Investments Commission (ASIC) has today registered the Scheme Booklet in relation to the proposed scheme of arrangement, under which its major shareholder, BESIX Group SA (BESIX), will acquire 50% of the ordinary shares held by Watpac shareholders (other than BESIX and its associates), for a cash consideration of $0.92 per share (Scheme). A full copy of the Scheme Booklet, which includes the Independent Expert’s Report and Notice of Scheme Meeting, is attached to this announcement. The independent expert, Lonergan Edwards & Associates (Independent Expert), has concluded that the Scheme is fair and reasonable and, therefore, is in the best interests of Watpac shareholders, in the absence of a superior proposal. The Independent Expert has assessed the value of Watpac on a 100% controlling interests basis to be in the range of $0.82 and $1.01 per share. The Scheme consideration of $0.92 per share is within this range and, accordingly, the Independent Expert has concluded that the Scheme is in the best interests of Watpac shareholders. Copies of the Scheme Booklet and proxy form will be sent to Watpac shareholders on or around 1 May 2018 (and those shareholders who have previously nominated an electronic means of notification to Watpac’s share registry will receive an email where they can download the Scheme Booklet and lodge their proxy form online). The Watpac independent board committee continues to unanimously recommend that Watpac shareholders vote in favour of the Scheme at the Scheme Meeting to be held on 7 June 2018. – ENDS – For personal use only For further information contact: Investor Relations – Mark Baker, Chief Financial Officer on 07 3251 6442 Media – Amanda Campbell, Corporate Affairs Manager on 07 3251 6453 Watpac is a leading national construction and mining contracting group with operations in all mainland States and Territories. Watpac has been listed on the Australian Securities Exchange since 1985 and have offices in Brisbane, Sydney, Melbourne, Adelaide, Perth, Townsville and Port Macquarie. More information is available at www.watpac.com.au. BESIX Group is a leading private Belgian Group, operating in construction, concessions and property development sectors. It profiles itself as a multi- services Group, catering for multi-size projects. BESIX was founded in 1909 and is active in practically every field of construction. BESIX has a presence in Australia, Belgium, Netherlands, France, Luxembourg, Eastern Europe, North and Central Africa and the Middle East, via Six Construct, and in South Asia. In 2016, the Group achieved revenues in excess of A$3.6 billion. BESIX has about 14,000 employees active in 20 countries on 4 continents. For further information on BESIX: Jim Kelly, Domestique Consulting on 0412 549 083 For personal use only Watpac Limited Scheme Booklet This Scheme Booklet relates to the proposed acquisition by BESIX Group SA of 50% of the ordinary shares in Watpac Limited (ABN 98 010 562 562) held by each Watpac Shareholder (other than BESIX) (Scheme Shareholders) through a scheme of arrangement between Watpac and the Scheme Shareholders. VOTE IN FAVOUR For personal use only For personal use only Watpac Limited ABN 98 010 562 562 Scheme Booklet THIS IS AN IMPORTANT DOCUMENT AND REQUIRES YOUR IMMEDIATE ATTENTION. 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. This Scheme Booklet relates to the proposed acquisition by BESIX Group SA (BESIX) of 50% of the ordinary shares in Watpac Limited (ABN 98 010 562 562) (Watpac) held by each Watpac Shareholder (other than BESIX) (Scheme Shareholders) through a scheme of arrangement between Watpac and the Scheme Shareholders (Scheme). Your Independent Directors unanimously recommend that you vote in favour of the Scheme in the absence of a Superior Proposal. The Independent Expert has concluded that the Scheme is in the best interests of Watpac Shareholders, in the absence of a Superior Proposal. Scheme Meeting: A Notice of Meeting is included as Attachment E to this Scheme Booklet and a proxy form for the Scheme Meeting accompanies this Scheme Booklet. The Scheme Meeting will be held at 10am (AEST) on 7 June 2018 at Watpac Head Office, Level 1, 12 Commercial Road, Newstead, Queensland, Australia. VOTE IN FAVOUR For personal use only FINANCIAL ADVISER LEGAL ADVISER Cover image: Photographer Murray Fredericks, courtesy of Frasers Property and Sekisui House Scheme Booklet | 1 Disclaimer and important notices General Defined terms This Scheme Booklet is important and requires your immediate Capitalised terms used in this Scheme Booklet are defined in attention. You should read this Scheme Booklet in full before Section 9 of this Scheme Booklet. Section 9 also sets out some making any decision as to how to vote at the Scheme Meeting. rules of interpretation which apply to this Scheme Booklet. Nature of this document No investment advice This Scheme Booklet includes the explanatory statement for the This Scheme Booklet has been prepared without reference to Scheme required by subsection 412(1) of the Corporations Act. the investment objectives, financial and taxation situation or particular needs of any Scheme Shareholder or any other person. This Scheme Booklet does not constitute or contain an offer to The information and recommendations contained in this Scheme Scheme Shareholders, or a solicitation of an offer from Scheme Booklet do not constitute, and should not be taken as, financial Shareholders, in any jurisdiction. product advice. The Watpac Board encourages you to seek ASIC and ASX independent financial and taxation advice before making any investment decision and any decision as to whether or not to vote A copy of this Scheme Booklet has been registered by ASIC for the in favour of the Scheme. purposes of subsection 412(6) of the Corporations Act. ASIC has been given the opportunity to comment on this Scheme Booklet. This Scheme Booklet should be read in its entirety before making Neither ASIC, nor any of its officers, takes any responsibility for the a decision on whether or not to vote in favour of the Scheme. In contents of this Scheme Booklet. particular, it is important that you consider the potential risks if the Scheme does not proceed, as set out in Section 6 of this Scheme ASIC has been requested to provide a statement, in accordance Booklet, in addition to the considerations on the Watpac and BESIX with subsection 411(17)(b) of the Corporations Act, that it has no profiles in Sections 4 and 5 of this Scheme Booklet, and the views objection to the Scheme. If ASIC provides that statement, it will be of the Independent Expert set out in the Independent Expert’s produced to the Court at the time of the Court hearings to approve Report contained in Attachment B to this Scheme Booklet. the Scheme. If you are in any doubt as to the course you should follow, you A copy of this Scheme Booklet has been provided to ASX. Neither should consult an independent and appropriately licensed and ASX, nor any of its officers, takes any responsibility for the contents authorised professional adviser. of this Scheme Booklet. Forward looking statements Important notice associated with Court order under subsection 411(1) of the Corporations Act Some of the statements appearing in this Scheme Booklet (including in the Independent Expert’s Report) may be in the The fact that, under subsection 411(1) of the Corporations Act, the nature of forward looking statements. Forward looking statements Court has ordered that a meeting be convened and has approved or statements of intent in relation to future events in this Scheme the explanatory statement required to accompany the Notice of Booklet (including in the Independent Expert’s Report) should Meeting does not mean that the Court: not be taken to be forecasts or predictions that those events will y has formed any view as to the merits of the proposed Scheme occur. Forward looking statements generally may be identified by or as to how Watpac Shareholders (other than Excluded the use of forward looking words such as ‘believe’, ‘aim’, ‘expect’, Shareholders) should vote (on this matter Watpac Shareholders ‘anticipate’, ‘intending’, ‘foreseeing’, ‘likely’, ‘should’, ‘planned’, (other than Excluded Shareholders) must reach their own ‘may’, ‘estimate’, ‘potential’, or other similar words. Similarly, conclusion); or statements that describe the objectives, plans, goals, intentions y has prepared, or is responsible for the content of, the or expectations of Watpac or BESIX are or may be forward looking explanatory statement. statements. You should be aware that such statements are only opinions and are subject to inherent risks and uncertainties. Those Notice of Second Court Hearing risks and uncertainties include factors and risks specific to Watpac At the Second Court Hearing, the Court will consider whether to and BESIX and / or the industries in which they operate, as well approve the Scheme following the vote at the Scheme Meeting. as general economic conditions, prevailing exchange rates and Any Watpac Shareholder may appear at the Second Court Hearing, interest rates and conditions in financial markets. expected to be held at 10:15am on 14
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