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42. Issue of Scheme Booklet

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42. Issue of Scheme Booklet ASX Release 47 Burswood Road Burswood WA 6100 T (08) 9216 2100 F (08) 9216 2186 31 August 2017 www.programmed.com.au Programmed Maintenance Services Ltd ACN 054 742 264 Issue of Scheme Booklet FIRB condition is satisfied Programmed Maintenance Services Limited (Programmed) (ASX:PRG) refers to its announcement yesterday about the proposed acquisition of Programmed by PERSOL HOLDINGS CO., LTD (PERSOL) by way of scheme of arrangement between Programmed and Programmed shareholders (Scheme), and the Federal Court's orders approving the convening of a meeting of Programmed shareholders to consider and vote on the Scheme (Scheme Meeting). Programmed is pleased to confirm that the Australian Securities & Investments Commission has now registered the notice of Scheme Meeting and explanatory statement to be provided to Programmed shareholders in relation to the Scheme (together, the Scheme Booklet). Attached to this announcement is a copy of the Scheme Booklet, including the Independent Expert’s Report from Lonergan Edwards & Associates Limited, which concludes that the Scheme is fair and reasonable and in the best interests of Programmed shareholders, in the absence of a superior proposal. Programmed is also pleased to announce that the Australian Government's Foreign Investment Review Board (FIRB) has confirmed to PERSOL that the Treasurer has no objection to PERSOL's proposed acquisition (through its wholly owned subsidiary, Autalent Solutions Pty Ltd) of 100% of the issued shares of Programmed under the Scheme. As initially announced by Programmed on 14 July 2017 and set out in the Scheme Booklet attached to this announcement, FIRB approval was a condition to the Scheme. That condition has now been satisfied. Accordingly, references in the Scheme Booklet to receipt of FIRB approval being an outstanding condition to the Scheme can now be disregarded. Programmed shareholders who have elected to receive communications electronically will receive an email with links to where they can download the Scheme Booklet and lodge their proxy vote online, and other Programmed shareholders will be mailed a printed copy of the Scheme Booklet (dispatch is expected to be completed on or before 5 September 2017). Programmed encourages you to read the Scheme Booklet in its entirety before deciding whether or not to vote in favour of the Scheme at the Scheme Meeting. The Scheme Meeting will be held at 11.00am (AEDT) on Friday, 6 October 2017 at the Sheraton Melbourne Hotel, 27 Little Collins Street, Melbourne VIC 3000. If after reading the Scheme Booklet you have any further questions in relation to the Scheme or the Scheme Booklet, please contact the Programmed Shareholder Information Line on 1300 642 192 (within Australia) or +61 3 9415 4137 (outside Australia) Monday to Friday from 8.30am to 5.30pm (AEDT). About Programmed Programmed is a leading provider of staffing, maintenance and facility management services. The company employs directly more than 20,000 people across a broad range of government and private sector businesses. Services are provided to more than 10,000 customers, often under long-term contracts, and are delivered through over 100 branches throughout Australia and New Zealand. Programmed’s business model is built around its ability to recruit, deploy, manage and maintain a large directly employed workforce of professional, skilled and semi-skilled staff with a wide range of capabilities. Scheme Booklet Programmed Maintenance Services Limited ABN 61 054 742 264 Scheme Booklet A recommended scheme of arrangement in relation to the proposed acquisition of all of your Programmed Shares by PERSOL HOLDINGS CO., LTD Your Directors unanimously recommend that you VOTE IN FAVOUR of the Scheme, in the absence of a Superior Proposal and provided that the Independent Expert continues to conclude that the Scheme is in the best interests of Programmed Shareholders. Your Directors intend to VOTE IN FAVOUR of the Scheme in respect of the Programmed Shares over which they have voting control, in the absence of a Superior Proposal and provided that the Independent Expert continues to conclude that the Scheme is in the best interests of Programmed Shareholders. 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 Resolution required to implement the Scheme. If you are in any doubt about what to do, you should consult your broker, financial adviser or other professional adviser immediately. If you have any questions about this Scheme Booklet or the Scheme, you should call the Programmed Shareholder Information Line on 1300 642 192 (within Australia) or +61 3 9415 4137 (from outside Australia) on Business Days between 8.30 am and 5.30 pm (Sydney time). Financial adviser to Programmed: Legal advisers to Programmed: Scheme Booklet Contents Important dates and expected timetable for the Scheme 3 9. Implementation of the Scheme and other aspects of the transaction 50 Letter from the Chairman of Programmed 4 10. Additional information concerning the Scheme 53 Important Notices 6 11. Glossary 58 1. Considerations relevant to your vote 9 Annexure A – Summary of Terms of 2. Frequently asked questions 13 Scheme Implementation Deed 64 3. Summary of the Scheme 21 Annexure B – Deed Poll 69 4. How to vote at the Scheme Meeting 24 Annexure C – Scheme of Arrangement 77 5. Information relating to Programmed 26 Annexure D – Notice of Scheme Meeting 88 6. Information relating to Bidco and PERSOL 35 Annexure E – Independent Expert’s Report 91 7. Risks 40 Corporate Directory 162 8. Taxation implications 43 2 Programmed Scheme Booklet Important dates and expected timetable for the Scheme Key Dates Date of this Scheme Booklet Thursday, 31 August 2017 Latest time and date for receipt of completed Proxy Forms for the Scheme Meeting 8.00 am (Perth time) / 11.00 am (Melbourne time) on Wednesday, 4 October 2017 Register Date for determining eligibility to vote at the Scheme Meeting 4.00 pm (Perth time) / 7.00 pm (Melbourne time) on Wednesday, 4 October 2017 Scheme Meeting to be held at the Sheraton Melbourne Hotel, 27 Little Collins 11.00 am (Melbourne time) on Friday, Street, Melbourne VIC 3000 6 October 2017 If the Scheme Resolution is passed by Programmed Shareholders Second Court Date for approval of the Scheme Tuesday, 10 October 2017 Effective Date Wednesday, 11 October 2017 Court order lodged with ASIC and announcement to ASX Last day of trading in Programmed Shares on ASX (with Programmed Shares suspended from close of trading) Special Dividend Record Date for determining entitlements to the Special Dividend1 4.00 pm on Tuesday, 17 October 2017 Special Dividend Payment Date Friday, 20 October 2017 Scheme Record Date for determining entitlements to the Scheme Consideration 4.00 pm on Monday, 23 October 2017 Implementation Date Friday, 27 October 2017 Payment of Scheme Consideration and transfer of Scheme Shares to BidCo All dates following the date of the Scheme Meeting are indicative only and, among other things, are subject to all necessary approvals from the Court. Programmed reserves the right to vary the times and dates set out above. Any changes to the above timetable will be announced on ASX and notified on Programmed’s website at www.programmed.com.au. 1 See Section 3.3 for more information about the Special Dividend. Programmed Scheme Booklet 3 Letter from the Chairman of Programmed 31 August 2017 Dear Programmed Shareholders On behalf of the board of directors of Programmed Maintenance Services Limited (Programmed), I am pleased to provide you with this Scheme Booklet, which contains important information for your consideration about the proposed acquisition of Programmed by BidCo, a wholly owned Australian subsidiary of PERSOL HOLDINGS CO., LTD (PERSOL). Programmed Shareholders who have elected to receive communications electronically will receive an email where they can download the Scheme Booklet and lodge their proxy vote online. The Scheme Booklet will also be available for download from Programmed’s website at https://www.programmed.com.au/investors/asx-releases/. On 14 July 2017, Programmed announced that it had entered into a Scheme Implementation Deed with PERSOL under which it is proposed that PERSOL, through BidCo, will acquire 100% of the issued share capital of Programmed for an aggregate cash amount of $3.02 per share, by way of a scheme of arrangement and subject to certain regulatory, shareholder and court approvals, and other customary conditions. If the Scheme is approved and implemented, Programmed Shareholders who are registered as such on both of the Record Dates will receive a Total Cash Payment of $3.02 for each Programmed Share, which will comprise: ◆ a fully franked Special Dividend of $0.16 for each Programmed Share that they hold on the Special Dividend Record Date, payable by Programmed; and ◆ the Scheme Consideration of $2.86 for each Programmed Share that they hold on the Scheme Record Date, payable by BidCo. The Total Cash Payment for each Programmed Share is in addition to Programmed’s FY17 fully franked final dividend of 3.5 cents per Programmed Share, which was paid on 31 July 2017. The Total Cash Payment of $3.02 per Programmed Share is attractive to Programmed Shareholders based on the following transaction metrics: ◆ 68% premium to the last closing price of Programmed shares on 13 July 2017 of $1.80; ◆ 64% premium to the one-month VWAP of Programmed shares of $1.84; ◆ 69% premium to the three-month VWAP of Programmed shares of $1.79; ◆ 67% premium to the six-month VWAP of Programmed shares of $1.81; and ◆ FY17 enterprise value / EBITDA multiple of 10.3x (based on reported FY17 EBITDA before non-trading items). The Total Cash Payment translates to an implied market capitalisation of $792 million and an implied enterprise value of $992 million for Programmed.
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