5 October 2018 the Manager Company Announcements Office
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5 October 2018 The Manager Company Announcements Office Australian Securities Exchange Dear Manager, COLES DEMERGER SCHEME BOOKLET Further to the announcement made earlier today, please see attached the following documents regarding the proposed demerger of Coles, which will be mailed to shareholders on or before Friday, 12 October 2018: • Chairman’s letter to Shareholders; • Scheme Booklet; • Proxy Form – General Meeting; and • Proxy Form – Scheme Meeting. Yours faithfully, LJ KENYON COMPANY SECRETARY Dear Shareholder, DEMERGER OF COLES On behalf of the Wesfarmers Board, I am pleased to invite you to support the demerger of our Coles division by voting at a General Meeting and Scheme Meeting of Wesfarmers Limited to approve the proposed transaction. The demerger is described in the accompanying Scheme Booklet and I encourage you to read it thoroughly, along with the other important documents in this pack. The proposed demerger is about significantly repositioning the Group’s portfolio to set up Wesfarmers and Coles for success over the next decade. Coles will become a standalone publicly listed company on the ASX. Wesfarmers will retain a minority interest of 15 per cent in Coles upon demerger, with the remaining 85 per cent of Coles shares distributed to Wesfarmers shareholders in proportion to their existing holdings in Wesfarmers. As an eligible Wesfarmers shareholder, you will be entitled to receive one Coles share for every Wesfarmers share you hold on the Record Date, being 4:00pm (Perth time) on Thursday 22 November 2018. You will also retain your existing Wesfarmers shares. Your Board believes the demerger is in the best interests of Wesfarmers shareholders and it will, of course, only proceed with shareholders’ approval. Your vote is important and we recommend unanimously that you support this demerger which will see Coles trading as an independent listed entity by the end of November this year. What do you need to do? This pack contains four important documents which require your immediate attention. 1. Scheme Booklet; 2. Proxy Form – General Meeting; 3. Proxy Form – Scheme Meeting; and 4. Sale Facility Form – Coles Demerger Sale Facility (if applicable). The resolutions required to effect the demerger must be approved by the requisite number of Wesfarmers shareholders at a General Meeting and Scheme Meeting. These meetings will be held consecutively at the Perth Convention and Exhibition Centre, Mounts Bay Road, Perth, Western Australia on Thursday 15 November 2018 following the Wesfarmers Annual General Meeting (AGM). The documents in this pack will enable you to make an informed decision on the demerger and explain how to vote on the demerger resolutions. If you are unable to attend the meetings but wish to vote on the resolutions, the Proxy Forms enable you to appoint a proxy to vote on your behalf at the meetings. For your Proxy Forms to be effective, they must be received by 4:00pm (Perth time) on Tuesday 13 November 2018. If the demerger is approved and you would be entitled to receive 160 or fewer Coles shares under the demerger, you will also receive a Sale Facility Form in this pack and will have the option to use it to sell those Coles shares free of brokerage and stamp duty. If you want to take up this option, the Sale Facility Form must be received by 2:00pm (Perth time) on Tuesday 20 November 2018. Further detailed information on all these matters is included in the Scheme Booklet which I again encourage you to read fully. If you will be attending the meetings in person, please bring this letter with you as it will assist in the registration process. 239582_02406G Wesfarmers Limited Level 14, Brookfield Place Tower 2 www.wesfarmers.com.au ABN 28 008 984 049 123 St Georges Terrace Perth WA 6000 Whom should you contact if you have any questions? If you have any questions in relation to these materials or the demerger, please contact your financial, legal, taxation or other relevant professional advisers. You can also contact the Wesfarmers Shareholder Information Line on 1300 558 062 (within Australia) or +61 3 9415 4631 (international) on weekdays between 8:30am and 8:00pm (Melbourne time) or visit www.wesfarmers.com.au. Other important information The General Meeting and Scheme Meeting will be held on the same day following the AGM, which will commence at 10:30am (Perth time) on Thursday 15 November 2018. You will receive separate information about the AGM and you should assess that separately from these demerger materials. On behalf of the Wesfarmers Board, I again encourage you to vote in favour of this important proposal to establish Coles as a standalone listed company with strong investment attributes, while repositioning Wesfarmers’ capital weighting towards businesses with prospects for higher growth. Thank you for your continued support. Yours sincerely, Michael Chaney AO Chairman 5 October 2018 239582_02406G DEMERGER OF COLES SCHEME BOOKLET VOTE IN FAVOUR Each Wesfarmers Director This is an important document and requires your immediate attention. recommends that You should read this document in its entirety prior to deciding whether Wesfarmers Shareholders or not to vote in favour of the resolutions to approve the Demerger. If you are in any doubt as to what you should do, you should seek independent vote in favour of the resolutions legal, financial, taxation or other professional advice before voting on to approve the Demerger of Coles. the Demerger. The Independent Expert has Financial Advisors Legal Advisor concluded that the Demerger is in the best interests of Wesfarmers Shareholders. IMPORTANT INFORMATION GENERAL • Greenwoods & Herbert Smith Freehills Pty any affidavit that the Wesfarmers Shareholder Ltd has reviewed and agrees with Section 5 proposes to rely on. This Scheme Booklet is important. relating to the description given of the income Wesfarmers Shareholders should carefully tax and goods and services tax implications NOTICE OF GENERAL MEETING read this Scheme Booklet in its entirety before of the Demerger for Wesfarmers Shareholders making a decision as to how to vote on the The Notice of General Meeting is set out in who, amongst other things, are residents of Demerger Resolutions to be considered at the Section 12. Australia for Australian tax purposes. General Meeting and the Scheme Meeting. • Herbert Smith Freehills has reviewed NOTICE OF SCHEME MEETING INVESTMENT DECISIONS and agrees with Section 5 relating to The Notice of Scheme Meeting is set out in the description given of the stamp This Scheme Booklet does not take into Section 13. duty implications of the Demerger for account the individual investment objectives, Wesfarmers Shareholders who, amongst financial situation or needs of any particular STATUS OF THIS SCHEME BOOKLET other things, are residents of Australia for Wesfarmers Shareholder or any other person. The Australian tax purposes. This Scheme Booklet is not a prospectus lodged information in this Scheme Booklet should not be under chapter 6D of the Corporations Act. Section relied upon as the sole basis for any investment ROLE OF ASIC 708(17) of the Corporations Act provides that decision. Wesfarmers Shareholders should seek chapter 6D of the Corporations Act does not independent legal, financial, taxation and other A copy of this Scheme Booklet has been lodged have effect in relation to any offer of securities if professional advice before making any with ASIC in accordance with section 256C(5) it is made under a compromise or arrangement investment decision. of the Corporations Act and registered by ASIC under part 5.1 of the Corporations Act, approved under section 412(6) of the Corporations Act. at a meeting held as a result of an order made PURPOSE OF THIS SCHEME BOOKLET ASIC has been requested to provide a statement by the court under section 411(1) or (1A) of the in accordance with section 411(17)(b) of the This Scheme Booklet sets out the effects of Corporations Act. Corporations Act, that ASIC has no objection to the Demerger, certain information required the Scheme. If ASIC provides that statement, it by law and all other information known to the FOREIGN JURISDICTIONS AND SHAREHOLDERS will be produced to the Court at the time of Wesfarmers Directors which is material to the the Second Court Hearing. Wesfarmers Shareholders who are Ineligible decision of Wesfarmers Shareholders to vote in Overseas Shareholders will not receive Coles favour of, or against, the Demerger Resolutions Neither ASIC nor any of its officers takes any Shares under the Demerger. Coles Shares to effect the Capital Reduction and the Scheme responsibility for the contents of this Scheme that would otherwise be transferred to these (other than information previously disclosed to Booklet. shareholders under the Demerger will be Wesfarmers Shareholders) and includes: transferred to the Sale Agent to be sold, with the • a statement of all the information ROLE OF ASX proceeds of such sale to be paid to Ineligible known to Wesfarmers that is material to Coles will apply for admission to the Official List Overseas Shareholders. Refer to Section 4.8.2 for Wesfarmers Shareholders in deciding how and for official quotation of Coles Shares on the further information. to vote on the Capital Reduction Resolution, ASX. Wesfarmers Shareholders resident outside as required by section 256C(4) of the Australia for tax purposes should seek specific tax Corporations Act; and Neither the ASX nor any of its officers takes any responsibility for the contents of this Scheme advice in relation to the Australian and overseas • the explanatory statement, as required by Booklet. The fact that the ASX may admit Coles tax implications of the Demerger. section 412 of the Corporations Act, in to the Official List does not make any statement relation to the Scheme. This Scheme Booklet does not in any way regarding, and should not be taken in any way constitute an offer of securities in any place in The Demerger is conditional on (amongst other as an indication of, the merits of an investment which, or to any person to whom, it would be things) both the Demerger Resolutions being in Coles.