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Despatch of Shareholder Documents in Relation to the Merger with Blake

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Despatch of Shareholder Documents in Relation to the Merger with Blake Tel: +61 2 9019 2800 Fax: +61 2 8214 5869 ABN: 50 103 827 836 19 April 2021 Despatch of Shareholder Documents in Relation to the Merger with Blake 3P Learning Limited (ASX:3PL) (“3PL”) is pleased to announce the details of an Extraordinary General Meeting of 3PL shareholders to consider its proposed merger (“Merger”) with Blake eLearning Pty Ltd (“Blake”), which was announced on 12 April 2021. Notice of Extraordinary General Meeting and Explanatory Statement A copy of the Notice of Extraordinary General Meeting and Explanatory Statement attached to this release sets out information that 3PL shareholders require to evaluate the Merger, including a voting form and an Independent Expert’s Report (together, the “NOM Booklet”). An electronic version of the NOM Booklet will also be available for viewing and downloading online at 3PL's website (https://www.3plearning.com/investors/blake2021). Copies of the NOM Booklet will not be sent by post ahead of the Extraordinary General Meeting. This approach is consistent with the “no action” position adopted by the Australian Securities & Investments Commission in their media release announced on 29 March 2021 in response to the issuance of electronic notices during the COVID-19 pandemic. Extraordinary General Meeting The Extraordinary General Meeting will be held at 2:00pm (AEST) on Friday, 21 May 2021 at 124 Walker Street North Sydney NSW 2060. All 3PL Shareholders are encouraged to vote either by participating in the Extraordinary General Meeting or by lodging a direct vote or directed proxy if they cannot participate in the Extraordinary General Meeting. Independent Expert’s Conclusion Lonergan Edwards & Associates Limited has been appointed as the Independent Expert by the 3PL Board to assess the merits of the Merger. The Independent Expert has concluded that the Merger is not fair but is reasonable to Shareholders in the absence of a superior proposal. The Merger is not fair when assessed based on the guidelines set out in Regulatory Guide 111 because the Merger does not provide value to 3PL shareholders which is equal to the full controlling interest value of 3PL shares prior to the Merger. However, this is to be expected as the Merger does not involve a takeover offer (or similar proposal) for 100% of 3PL shares. 3P Learning Limited Level 18, 124 Walker Street North Sydney NSW 2060 Australia www.3plearning.com The Merger is reasonable because the Independent Expert has concluded that the advantages of the Merger significantly outweigh the disadvantages. Shareholders should read the Independent Expert’s Report in its entirety before making a decision as to whether or not to vote in favour of the Merger. Directors’ Recommendation In the absence of a superior proposal, the Board of Directors unanimously recommend that eligible 3PL shareholders vote in favour of the Merger. The Board also draws to 3PL shareholder's attention that there are a number of risks associated with the Merger, which are set out in detail in Sections 3.2 and 7 of the NOM Booklet. The Board of Directors highly recommend that all 3PL Shareholders read the NOM Booklet in its entirety before deciding whether or not to vote in favour of the Merger. Further Information For further information in relation to NOM Booklet or the Extraordinary General Meeting, please direct your email enquiries to [email protected]. -ENDS- This announcement has been authorised for release to ASX by the Board of 3PL. For further information, please contact: 3P Investor Relations Sam Weiss [email protected] [email protected] 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.
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