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Notice of Extraordinary General Meeting and Explanatory Statement 3P Learning Limited Notice of Extraordinary General Meeting and Explanatory Statement This Explanatory Statement has been prepared in relation to the proposed merger between 3P Learning Limited and Blake eLearning Pty Ltd to be undertaken by 3P Learning Limited acquiring all of the issued share capital in Blake eLearning Pty Ltd in return for the issue of 3PL Shares to the Blake Sellers. This Explanatory Statement includes a Notice of Meeting as Annexure A, and a Voting Form for the General Meeting. A full copy of an Independent Expert’s Report prepared by Lonergan Edwards & Associates Limited on the fairness and reasonableness of the Merger is included as Annexure B. The 3PL Directors unanimously recommend that you vote in favour of the Merger Resolution, in the absence of a Superior Proposal. The General Meeting will be held at 2:00pm (AEST) on Friday 21 May 2021 at 124 Walker Street North Sydney NSW 2060. 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. 3P Learning Limited ABN 50 103 827 836 www.3plearning.com Important notices General Not an offer on financial statements prepared in accordance with applicable You should read this Explanatory This Explanatory Statement does statutory requirements. Accordingly, Statement in full before making any not constitute or contain an offer Shareholders should treat this decision as to how to vote at the to Shareholders, or a solicitation of information with appropriate caution. Meeting. an offer from Shareholders, in any jurisdiction. Financial information in relation Purpose of this document to Blake has been derived from Disclaimer management accounts and other This Explanatory Statement has been financial information made available prepared for 3P Learning Limited This Explanatory Statement has by the Blake Sellers in connection shareholders in connection with the been prepared by 3PL based on with the Merger. The pro forma General Meeting to be held at 2:00pm the information available to it. The financial information for 3PL following (AEST) on Friday 21 May 2021. historical information is derived from the acquisition of Blake is provided for sources believed to be accurate at the The purpose of this Explanatory illustrative purposes only. date of this Explanatory Statement. Statement is to provide Shareholders However, no representation or Shareholders should also be aware with information that the 3PL Directors warranty, express or implied, is that certain financial data included in believe to be material to deciding made as to the fairness, accuracy, this Explanatory Statement including whether or not to approve the Merger completeness or correctness of any EBITDA and measures described as Resolution detailed in the Notice of information, opinions and conclusions “pro-forma”, are “non-IFRS financial Meeting. contained in this Explanatory information” under ASX Regulatory Statement. Guide 230 (Disclosing non-IFRS ASX financial information). The non- Unless otherwise stated, all IFRS financial information financial A copy of this document has been information regarding Blake, the lodged with ASX. Neither ASX nor any measures do not have a standardised Blake Business or the Blake Sellers, meaning prescribed by AIFRS and, of its officers takes any responsibility including financial information (Blake for the contents of this document. therefore, may not be comparable to Information), has been sourced similarly titled measures presented by from the Blake Sellers. Despite Investment decisions other companies, nor should they be making reasonable efforts, 3PL construed as an alternative to other The information contained in this cannot verify the accuracy, reliability financial measures determined in Explanatory Statement does not or completeness of all the Blake accordance with AIFRS. Shareholders constitute financial product advice. Information. 3PL does not assume are cautioned, therefore, not to place This Explanatory Statement does any responsibility for the accuracy, undue reliance on any non-IFRS not take into account the investment completeness or correctness of the financial measures included in this objectives, financial situation, tax Blake Information. Explanatory Statement. position or particular needs of The historical information in this individual Shareholders or any Explanatory Statement relating to 3PL Forward looking statements other person. Before making any is, or is based upon, information that investment decision and any decision This Explanatory Statement contains has been released to the market. It both historical and forward looking as to whether or not to vote in favour should be read in conjunction with of the Merger Resolution, you should statements. All statements other 3PL’s other periodic and continuous than statements of historical fact are, consider whether that decision is disclosure announcements including appropriate in light of your particular or may be deemed to be, forward 3PL’s results for the year ended 31 looking statements. investment needs, objectives and December 2020 lodged with the financial circumstances. ASX and announcements to the ASX The forward-looking statements This Explanatory Statement is available at www.asx.com.au. in this Explanatory Statement are important and requires your not based on historical facts, but immediate attention. It should be Financial data rather reflect the current views of read in its entirety before making a 3PL held only as at the date of this Shareholders should note that this Explanatory Statement concerning decision on whether or not to vote in Explanatory Statement includes favour of the Merger Resolution. future results and events and unaudited financial information for generally may be identified by the In particular, it is important that you Blake that has been prepared by the use of forward-looking words or consider the potential risks of the Blake Sellers for various periods and phrases such as “believe”, “aim”, Merger, as set out in Section 7 of the has been adjusted by 3PL based “expect”, “anticipated”, “intending”, Explanatory Statement, and the views on its due diligence. Pro-forma “foreseeing”, “likely”, “should”, of the Independent Expert set out in adjustments have been made in “planned”, “may”, “estimated”, the Independent Expert’s Report. order to restate Blake reported “potential”, or other similar words financials on a like-for-like basis with If you are in doubt as to the course and phrases. Similarly, statements 3PL and adjustments associated that describe 3PL’s or the Blake you should follow, you should consult with the Merger. Shareholders an independent and appropriately Sellers’ objectives, plans, goals or should note that this information expectations are or may be forward- licensed and authorised professional has not been audited and is based adviser. looking statements. The statements on management estimates and not in this Explanatory Statement about 1 | 3P Learning Limited Notice of Extraordinary General Meeting and Explanatory Statement the impact that the Merger may have the 3PL Group, or any of its directors, stated. All share prices and trading on the results of 3PL’s operations, and officers, employees, advisers or any volumes refer to ordinary shares in the the advantages and disadvantages person involved in the preparation of capital of 3PL trading on the ASX. anticipated to result from the Merger, this Explanatory Statement gives any are also forward-looking statements. representation, warranty, assurance Rounding or guarantee to Shareholders that Any other forward-looking statements any forward-looking statements Certain financial figures in this included in this Explanatory Statement will actually occur or be achieved, Explanatory Statement have been and made by 3PL have been made except to the extent required by law. rounded as applicable, unless on reasonable grounds and reflect its Shareholders are cautioned not to otherwise stated. Such figures should present intentions as at the date of place undue reliance on such forward- be considered as approximate figures. this Explanatory Statement and may looking statements. Accordingly, the actual calculation be subject to change. of these figures may differ from the All subsequent written and oral figures set out in this Explanatory All forward-looking statements forward-looking statements Statement. Any discrepancies in any involve known and unknown risks, attributable to the 3PL Group or any table between totals and sums of uncertainties, assumptions and other person acting on their behalf are amounts listed therein or to previously factors that may cause 3PL’s actual qualified by this cautionary statement. published financial figures are due to results, performance or achievements rounding. to differ materially from the Subject to any continuing obligations anticipated results, performance or under law or the Listing Rules, the 3PL achievements expressed, projected Group does not give any undertaking Defined terms and interpretation or implied by these forward-looking to update or revise any forward- Capitalised terms used in this statements. The operations and looking statements after the date of Explanatory Statement are defined financial performance of 3PL are this Explanatory Statement to reflect either in the Glossary in Section 10 of subject to various risks, including any change in expectations in relation this Explanatory Statement or in the those summarised in this Explanatory to
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