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Scheme Booklet 48 ii N e t B r and Guidelines SCHEME BOOKLET in relation to a proposal from TPG Telecom Limited (ABN 46 093 058 069) to acquire all of the ordinary shares in iiNet Limited (ABN 48 068 628 937) that the TPG Group does not already own by way of a recommended scheme of arrangement. Your Directors unanimously recommend that you Vote in Favour of the Scheme, in the absence of a Superior Proposal, and subject to the Independent Expert maintaining its conclusion that the Scheme is in the best interests of iiNet Shareholders. The Independent Expert has concluded that the Scheme is fair and reasonable and in the best interests of iiNet Shareholders, in the absence of a Superior Proposal. The Scheme Meeting will be held at the Pan Pacific Perth, 207 Adelaide Terrace, Perth, Western Australia on Monday, 27 July 2015 at 10.00am (WST). A Notice of Scheme Meeting is included as Annexure F to this Scheme Booklet. A Proxy Form for the Scheme Meeting and an Election Form accompany this Scheme Booklet. THIS IS AN IMPORTANT DOCUMENT AND REQUIRES YOUR IMMEDIATE ATTENTION. YOU SHOULD READ THIS DOCUMENT IN ITS ENTIRETY BEFORE DECIDING WHETHER OR NOT TO VOTE IN FAVOUR OF THE SCHEME. IF YOU ARE IN ANY DOUBT AS TO WHAT YOU SHOULD DO, YOU SHOULD CONSULT YOUR FINANCIAL, LEGAL, TAXATION OR OTHER PROFESSIONAL ADVISER IMMEDIATELY. If you have any questions in relation to the Scheme, or this Scheme Booklet, please call the iiNet Shareholder Information Line on 1300 812 892 (within Australia) or +61 2 9098 9204 (outside Australia), or visit the Scheme website at www.iinetscheme.net.au. AZURE CAPITAL Financial Adviser Legal Adviser Important Notices Date of this Scheme Booklet Important notice associated with the Court order under section 411(1) This Scheme Booklet is dated 15 June 2015. of the Corporations Act Defined terms and interpretation The fact that under section 411(1) of the Corporations Act the Court has ordered that a meeting be convened and has approved this Scheme Capitalised terms used in this Scheme Booklet (other than in the Booklet does not mean that the Court: Independent Expert’s Report contained in Annexure A, the Independent Limited Assurance Report contained in Annexure B and the Proxy Form (a) has formed any view as to the merits of the proposed Scheme or as accompanying this Scheme Booklet) are either defined in brackets to how you should vote (on this matter, you must reach your own when first used or are defined in the Glossary in Section 13. The Glossary decision); or also sets out some rules of interpretation which apply to this Scheme (b) has prepared, or is responsible for the content of, the Scheme Booklet. Booklet. The Independent Expert’s Report and the Independent No internet site is part of this Scheme Booklet Limited Assurance Report contain their own defined terms which are sometimes different from those set out in the Glossary in Section 13. The iiNet Group and the TPG Group maintain internet websites. Any references in this Scheme Booklet to a website are a textual reference References to Sections and Annexures are to the named Sections and for information only and do not form part of this Scheme Booklet. Annexures in this Scheme Booklet. There are references to the Scheme website at www.iinetscheme. All references in this Scheme Booklet to “$”, “A$”, “AUD”, “Australian net.au where copies of this Scheme Booklet are available to view or dollars” are to Australian currency. download and online voting and online Election can be accessed. Purpose of this Scheme Booklet Notice to foreign shareholders This Scheme Booklet includes the explanatory statement for the The release, publication or distribution of this Scheme Booklet in Scheme required by section 412(1) of the Corporations Act. The jurisdictions other than Australia may be restricted by law or regulation purpose of this Scheme Booklet is to explain the terms of the Scheme in those other jurisdictions, and persons outside of Australia who come and the manner in which it will be implemented (if approved). This into possession of this Scheme Booklet should seek advice on and Scheme Booklet provides all information required to be given to iiNet observe any relevant restrictions. Any failure to comply with relevant Shareholders or that is otherwise material to your decision as to restrictions may constitute a violation of applicable laws or regulations. whether or not to vote in favour of the Scheme at the Scheme Meeting. This Scheme Booklet complies with disclosure requirements General in Australia and Australian law, which may be different to the requirements and laws in other countries outside of Australia. This Scheme Booklet is important. You should read this Scheme Booklet carefully before making a decision about how to vote on the Disclaimer as to forward looking statements Scheme Resolution to be considered at the Scheme Meeting. Certain statements in this Scheme Booklet relate to the future. These forward looking statements involve known and unknown No investment advice risks, uncertainties, assumptions and other important factors that This Scheme Booklet does not constitute financial product advice and could cause the actual results, performance and achievements of the has been prepared without reference to the individual investment iiNet Group or the TPG Group to be materially different from future objectives, the financial situation, the taxation position or the results, performance or achievements expressed or implied by those particular needs of any iiNet Shareholder or any other person. It is statements. Such risks, uncertainties, assumptions and other important important that you read this Scheme Booklet before making any factors include, among other things, general economic conditions, decision, including a decision on whether or not to vote in favour of the exchange rates, interest rates, the regulatory environment, competitive Scheme. If you are in any doubt as to what you should do, you should pressures, selling price and market demand. consult your financial, legal, taxation or other professional adviser The forward looking statements in this Scheme Booklet reflect the immediately. views held only at the date of this Scheme Booklet. Additionally, You should consult your taxation adviser as to the applicable tax statements of the intentions of TPG reflect its present intentions as at consequences of the Scheme. the date of this Scheme Booklet and may be subject to change. A summary of the taxation considerations is set out in Section 10. Other than as required by law, neither the iiNet Group nor the TPG Group Not an offer nor any other person gives any representation, assurance or guarantee This Scheme Booklet does not constitute or contain an offer to iiNet that the occurrence of the events expressed or implied in any forward Shareholders, or a solicitation of an offer from iiNet Shareholders in looking statements in this Scheme Booklet will actually occur. any jurisdiction. Subject to any continuing obligations under law or the Listing Rules, Responsibility statement the iiNet Group and the TPG Group and their respective directors disclaim any obligation or undertaking to disseminate after the date of Other than as set out below, this Scheme Booklet has been prepared this Scheme Booklet, any updates or revisions to any forward looking by iiNet and is the responsibility of iiNet. statements to reflect any change in expectations in relation to those The TPG Information (being information about TPG, TPG Shares statements or any change in events, conditions or circumstances on and the Combined Group) has been prepared by TPG and is the which those statements are based. responsibility of TPG. None of TPG, its Related Bodies Corporate or You are cautioned not to place reliance on any forward looking the directors, officers, employees or advisers of any of those entities statements. assumes any responsibility for the accuracy or completeness of any information contained in this Scheme Booklet other than the Charts, maps and diagrams TPG Information. None of iiNet, its Related Bodies Corporate or the Any diagrams, charts, maps, graphs and tables appearing in this Scheme directors, officers, employees or advisers of any of those entities Booklet are illustrative only and may not be drawn to scale. Unless assumes any responsibility for the accuracy or completeness of the otherwise stated, all data contained in diagrams, charts, maps, graphs TPG Information. and tables is based on information available as at the date of this Lonergan Edwards has prepared, and is responsible for, the Scheme Booklet. Independent Expert’s Report contained in Annexure A. None of iiNet, Effect of rounding TPG, their respective Related Bodies Corporate or the directors, officers, employees or advisers of any of those entities assumes any A number of figures, amounts, percentages, prices, estimates, responsibility for the accuracy or completeness of the Independent calculations of value and fractions in this Scheme Booklet are subject Expert’s Report. to the effect of rounding (unless otherwise stated). Accordingly, the actual calculation of these figures may differ from the figures set out The Investigating Accountant has prepared, and is responsible for, in this Scheme Booklet. the Independent Limited Assurance Report contained in Annexure B. None of iiNet, TPG, their respective Related Bodies Corporate or Privacy and personal information the directors, officers, employees or advisers of any of those entities iiNet and TPG will need to collect personal information to implement assumes any responsibility for the accuracy or completeness of the the Scheme. The personal information may include the names, contact Independent Limited Assurance Report. details and details of shareholdings of iiNet Shareholders together PricewaterhouseCoopers Securities Ltd has prepared, and is with contact details of individuals appointed by iiNet Shareholders as responsible for, the Taxation Implications contained in Section 10.
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