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150415-Scheme-Booklet.Pdf This is an important document and requires your immediate attention. You should read the whole document in its entirety before deciding how to vote. If you are in doubt as to what you should do, you should consult an independent and appropriately licensed and authorised professional adviser without delay. The Independent Expert has concluded that the Merger is fair and reasonable to, and in the best interests of, Novion Securityholders. The Novion Board unanimously recommends that Novion Securityholders VOTE IN FAVOUR of the Merger, in the absence of a Superior Proposal. Novion Property Group Scheme Booklet | In relation to the proposed merger of Novion Property Group and Federation Centres DATE OF MEETING Time: 10.00am (Sydney time) Date: Wednesday 27 May 2015 Place: The Westin Sydney 1 Martin Place Sydney NSW 2000 Novion Limited ABN 79 167 087 363 | Novion Trust ARSN 090 150 280 | Responsible Entity: Novion RE Limited ABN 33 084 098 180 AFSL 235384 Contents Disclaimer and important notices .............................................................................................................................................................................1 Letter from the Chairman of Novion .....................................................................................................................................................................5 Key dates, Location of Meeting and What to do next ............................................................................................................................11 Section 1 Answers to key questions ..................................................................................................................................................................................15 2 Summary of the Merger .....................................................................................................................................................................................27 3 Board recommendation, benefits and disadvantages of the Merger .................................................................................33 4 Independent Expert's summary letter ......................................................................................................................................................45 5 Profile of Novion ......................................................................................................................................................................................................51 6 Profile of Federation .............................................................................................................................................................................................61 7 Profile of the Merged Group ...........................................................................................................................................................................89 8 Financial information for the Merged Group ...................................................................................................................................111 9 Risk factors............................................................................................................................................................................................................... 125 10 Implementation of the Schemes .............................................................................................................................................................. 135 11 Taxation Report .....................................................................................................................................................................................................141 12 Additional information ......................................................................................................................................................................................151 13 Glossary, definitions and interpretation ...............................................................................................................................................159 Annexures A Independent Expert’s Report.......................................................................................................................................................................171 B Investigating Accountant’s Report ...........................................................................................................................................................279 C Notice of Extraordinary General Meeting ........................................................................................................................................ 287 D Notice of Company Scheme Meeting....................................................................................................................................................293 E Company Scheme ............................................................................................................................................................................................... 297 F Supplemental Deed Poll ..................................................................................................................................................................................317 G Novion RE Deed Poll .........................................................................................................................................................................................333 H Federation Deed Poll .........................................................................................................................................................................................341 Financial Adviser Legal Adviser Disclaimer and important notices of the requirement for Federation RE to prepare a Disclaimer and important notices product disclosure statement in respect of the Merger. General This Scheme Booklet is important and requires your A copy of this Scheme Booklet was provided to ASIC immediate attention. You should read this Scheme for examination in accordance with section 411(2) Booklet and accompanying annexures in full before of the Corporations Act and has been lodged with, making any decision as to how to vote on the Merger. and registered by, ASIC under section 412(6) of the If you have sold all of your Novion Securities, please Corporations Act. Novion Limited has asked ASIC ignore this Scheme Booklet. to provide a statement, in accordance with section 411(17)(b) of the Corporations Act, that ASIC has no In particular, it is important that you consider the objection to the Company Scheme. If ASIC provides benefits, disadvantages and potential risks of the that statement, it will be produced to the Court on the Merger set out in Sections 3 and 9 of this Scheme Second Court Date. Booklet and the views of the Independent Expert set out in the Independent Expert’s Report (as set out in A copy of this Scheme Booklet has also been lodged Annexure A of this Scheme Booklet) and Independent with the ASX. Expert’s summary letter set out in Section 4 of this None of ASIC, the ASX nor any of their officers takes Scheme Booklet. any responsibility for the contents of this Scheme If you are in doubt as to what you should do, you should Booklet. consult an independent and appropriately licensed and Important notice associated with the order under authorised professional adviser without delay. section 411(1) of the Corporations Act and First Purpose of this Scheme Booklet Judicial Advice This Scheme Booklet is the explanatory memorandum The fact that the Court, under subsection 411(1) of issued by Novion in connection with the proposed the Corporations Act, has ordered that the Company merger of Novion with Federation whereby: Scheme Meeting be convened and has approved the Scheme Booklet required to accompany the notice • Novion Shares and Novion Units will be de-stapled of the Company Scheme Meeting or the fact that the from each other in accordance with the De-stapling Court has given the First Judicial Advice that Novion • each Novion Share on issue will be exchanged RE would be justified in convening the Trust General for 0.8225 Federation Shares issued as Scheme Meeting, does not mean that the Court: Consideration in accordance with the Company • has approved or will approve the terms of Scheme, and the Merger • each Novion Unit on issue will be exchanged • has endorsed the Merger or has formed any view for 0.8225 Federation Units issued as Scheme as to the merits of the Merger or as to how Novion Consideration in accordance with the Trust Scheme. Securityholders should vote (on this matter Novion Each new Federation Share and each new Federation Securityholders must reach their own conclusion), or Unit will be stapled together to trade on the ASX as a • has prepared, or is responsible for the content of, single stapled security. this Scheme Booklet. The purpose of this Scheme Booklet is to: Any Novion Securityholder who wishes to oppose • explain the terms and effect of the Merger to approval of the Company Scheme or granting of the Novion Securityholders Second Judicial Advice at the Second Court Hearing may do so by filing with the Court and serving on • explain the manner in which the Merger will be Novion Limited or Novion RE a notice of appearance considered and, if approved, implemented, and in the prescribed form together with any affidavit • provide such information as is prescribed by the that the Novion
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