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ASIC Registration of Scheme Booklet

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ASIC Registration of Scheme Booklet Tel: +61 2 9019 2800 Fax: +61 2 8214 5869 ABN: 50 103 827 836 21 October 2020 ASIC registration of Scheme Booklet 3P Learning Limited (ASX:3PL) (“3PL”) is pleased to announce that the Australian Securities and Investments Commission ("ASIC") has registered the explanatory statement and notice of the Scheme Meeting (together the "Scheme Booklet") in relation to the proposed acquisition of 3PL by IXL Australia Pty Ltd by way of a scheme of arrangement ("Scheme"). This follows an announcement yesterday that the Supreme Court of New South Wales has ordered the dispatch of the Scheme Booklet to 3PL shareholders and the convening of a meeting of 3PL shareholders to vote on the Scheme ("Scheme Meeting"). Scheme Booklet The Scheme Booklet attached to this release sets out information that 3PL shareholders require to evaluate the Scheme. An electronic version of the Scheme Booklet will also be available for viewing and downloading online at 3PL's website (https://www.3plearning.com/investors/scheme2020/). 3PL shareholders who have elected to receive communications electronically will receive an email which contains instructions about how to view or download a copy of the Scheme Booklet, and to lodge their direct vote or proxies for the Scheme Meeting online. 3PL shareholders who have not made such an election will be mailed a letter which contains these instructions and a hard copy voting form for the Scheme Meeting. Virtual Scheme Meeting The Scheme Meeting will be held virtually at 11.00am (AEDT) on Friday, 20 November 2020. All 3PL Shareholders are encouraged to vote either by participating in the virtual Scheme Meeting or by lodging a direct vote or directed proxy if they cannot participate in the virtual Scheme Meeting. Independent Expert’s Conclusion The Scheme Booklet includes an Independent Expert's Report from Lonergan Edwards & Associates Limited ("Independent Expert") which concludes that the Scheme is fair and reasonable and therefore in the best interests of 3PL Shareholders taken as a whole, in the absence of a superior proposal. The Independent Expert’s conclusions should be read in context with the full Independent Expert’s Report and the Scheme Booklet. Directors’ Recommendation The 3PL Board of Directors has considered carefully the terms and conditions of the Scheme and unanimously recommend that 3PL Shareholders vote in favour of the Scheme, in the absence of a superior proposal and subject to the Independent Expert continuing to conclude that the Scheme is in the best interests of 3PL shareholders. 3P Learning Limited Level 18, 124 Walker Street North Sydney NSW 2060 Australia www.3plearning.com Subject to the same qualifications, each of the 3PL Directors intends to vote, or cause to be voted, all the 3PL shares held or controlled by them in favour of the Scheme. Further Information Once received, 3PL encourages shareholders to read the Scheme Booklet in its entirety before deciding whether or not to vote in favour of the Scheme at the Scheme Meeting. 3PL also encourages shareholders to note key events and indicative dates as set out in the Scheme Booklet. For further information in relation to Scheme Booklet or the Scheme, please contact the 3PL Shareholder Information Line on +61 1800 218 694 any time between 9.00am and 5:00pm (AEDT) on Monday to Friday. -ENDS- This announcement has been authorised for release to ASX by the Board of Directors of 3PL. For further information, please contact: 3P Investor Relations Sam Weiss Chairman [email protected] [email protected] Scheme Booklet For the recommended Scheme of Arrangement between 3P Learning Limited and its shareholders in relation to the proposed acquisition by IXL Australia Pty Ltd 3P Learning Limited ABN 50 103 827 836 3P Learning Limited 3P Learning VOTE IN | SCHEME BOOKLET SCHEME FAVOUR The 3PL Directors unanimously recommend that you vote in favour of the Scheme in the absence of a Superior Proposal and subject to the Independent Expert continuing to conclude that the Scheme is in the best interests of 3PL Shareholders The Independent Expert has concluded that the Scheme is fair and reasonable and therefore in the best interests of 3PL Shareholders taken as a whole in the absence of a Superior Proposal 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. If you are in any doubt about how to deal with this document, you should contact your broker or financial, tax or legal adviser immediately. If, after reading this Scheme Booklet, you have any questions in relation to this Scheme Booklet or the Scheme, you should call the 3PL Shareholder Information Line on +61 1800 218 694 any time between 9:00am and 5:00pm (Sydney time) on Monday to Friday. This Scheme Booklet has been sent to you because you are shown in the 3PL Register as holding 3PL Shares. If you have recently sold all of your 3PL Shares, please disregard this Scheme Booklet. Financial Advisor: Legal Advisor: Important notices The Scheme Booklet You should read this Scheme Booklet in full 3PL strongly encourages 3PL Shareholders to before deciding how to vote on the Scheme. consider lodging a direct vote or directed proxy This Scheme Booklet is important. You should The Scheme has advantages, disadvantages in the event they are not able to participate read it carefully and in its entirety before and risks, which may affect 3PL Shareholders in the virtual Scheme Meeting. deciding how to vote at the Scheme Meeting. in different ways depending on their individual If you are in doubt as to what you should do, circumstances. However, this Scheme Booklet you should consult your legal, financial or other Second Court Hearing should not be relied upon as the sole basis professional adviser. This Scheme Booklet Due to the unforeseen extraordinary for an investment decision. You should seek explains the terms of the proposed acquisition circumstances posed by COVID-19, 3PL reserves independent professional advice on your of all 3PL Shares by IXL, by way of a scheme the right to apply to the Court at the Second circumstances, as appropriate, before making of arrangement between 3PL and 3PL Court Hearing to approve the Scheme even any decision in relation to the Scheme. Shareholders under Part 5.1 of the if the Scheme Resolution is not passed by Corporations Act. A copy of the proposed a majority in number (more than 50%) of 3PL Scheme is set out in Annexure D to this Scheme Responsibility statement Shareholders present and voting at the Scheme Booklet. This Scheme Booklet details how the 3PL has been solely responsible for preparing Meeting (whether electronically or by direct Scheme will be considered and implemented the 3PL Information. The 3PL Information vote or by appointing a proxy, corporate if all the Scheme Conditions are satisfied or, concerning 3PL and the intentions, views representative or attorney to attend and if permitted, waived. It is not a disclosure and opinions of 3PL and the 3PL Directors vote at the Scheme Meeting electronically). document required by Chapter 6D of the contained in this Scheme Booklet has been The Court may waive the requirement that Corporations Act. If you have sold all your 3PL prepared by 3PL and the 3PL Directors and the Scheme be approved by such a majority if Shares, please disregard this Scheme Booklet. is the responsibility of 3PL. IXL, its Related it considers it appropriate to do so in all the Bodies Corporate and their respective circumstances. The Scheme Resolution would ASIC and ASX directors, officers, employees and advisers still need to be passed by at least 75% of have not verified any 3PL Information and do the total number of votes cast on the Scheme This Scheme Booklet is the explanatory not assume any responsibility for the accuracy Resolution by 3PL Shareholders present and statement for the Scheme of Arrangement or completeness of any 3PL Information or voting at the Scheme Meeting (whether virtually between 3PL and the 3PL Shareholders for the the Independent Expert’s Report (or any or by direct vote or by appointing a proxy, purposes of section 412(1) of the Corporations information contained therein). corporate representative or attorney to attend Act. A copy of the proposed Scheme is included and vote at the Scheme Meeting virtually). in this Scheme Booklet in Annexure D. IXL has been solely responsible for preparing the IXL Information. The IXL Information A copy of this Scheme Booklet (including the concerning IXL and the intentions, views 3PL Shareholders’ right to appear Independent Expert’s Report) was provided and opinions of IXL contained in this Scheme at the Second Court Hearing to ASIC for examination in accordance with Booklet, has been prepared by IXL and is the section 411(2)(b) of the Corporations Act At the Second Court Hearing, the Court will responsibility of IXL. 3PL, its Related Bodies and has been examined and registered by ASIC consider whether to approve the Scheme Corporate and their respective directors, for the purposes of section 412(6) of the following the votes at the Scheme Meeting. officers, employees or advisers have not Corporations Act. ASIC has been requested to Any 3PL Shareholder may appear at the Second verified any IXL Information and do not provide a statement, in accordance with section Court Hearing, expected to be held on Monday assume any responsibility for the accuracy 411(17)(b) of the Corporations Act, that ASIC 23 November 2020 at the Supreme Court or completeness of any IXL Information or has no objection to the Scheme. If ASIC provides of New South Wales, Law Courts Building, the Independent Expert’s Report (or any that statement, then it will be produced to the 184 Phillip Street, Sydney, NSW 2000.
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