On 29 June 2021, TGG announced that it had entered into a Scheme Implementation Agreement with WAM Global Limited (“WAM Global”) under which (i) WAM Global agreed to acquire all of the shares in TGG that it does not already own by way of a scheme of arrangement (“Scheme”), and (ii) TGG also agreed to offer to buy-back TGG shares (“Buy-Back”), (together, the “Transaction”). The terms of the Buy-Back are set out in the explanatory memorandum in relation to the Transaction which was lodged with the ASX on 26 August 2021 and is available at www.tggftransaction.com.au (“Explanatory Memorandum”).

This notice provides specific information to participants in relation to the Buy-Back offer and details the process for submitting an election to participate in the Buy-Back through CHESS. Capitalised terms not defined in this notice have the same meanings as used in the Explanatory Memorandum. 

The Buy-Back is an equal access buy-back offer made by TGG to Scheme Participants.  The Buy-Back offer is made to TGG Shareholders for the number of TGG Shares they hold at 7.00pm on the Buy-Back Election Date.  In order to participate in the Buy-Back, you must continue to hold Buy-Back TGG Shares at 7.00pm on the Record Date.

If the Scheme becomes Effective and you are a TGG Shareholder on the Record Date and you elected to participate in the Buy-Back by validly submitting a Buy-Back Election Form which was received by Computershare by 7.00pm on the Buy-Back Election Date (and did not submit a Buy-Back Withdrawal Form which was received by Computershare by 7.00pm on the Buy-Back Election Date), you will receive the Cash Consideration for each of your Buy-Back TGG Shares.

The Cash Consideration is the TGG NTA after all current and deferred tax balances (as at the Calculation Date).  This is to be calculated in accordance with the Corporations Act, Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Regulations.  The income or capital components and any LIC capital gains attribution or franking credits to be attached to the Cash Consideration on a per TGG Share basis will be determined by the TGG Board following the Buy-Back Election Date.  The Cash Consideration may be more or less than the valuation of TGG Shares and/or the illustrative Cash Consideration stated in the Independent Expert’s Report included at Annexure A of the Explanatory Memorandum

Ineligible Overseas Shareholders

Ineligible Overseas Shareholders are not entitled to participate in the Buy-Back. An Ineligible Overseas Shareholder for the purpose of the Buy-Back is any person who as at the Buy-Back Election Date and the Record Date:

(a)   holds TGG Shares and to whom TGG would be prohibited from paying money pursuant to any act, rule or regulation of Australia which prohibits TGG from making payments to foreign persons;

(b)   holds TGG Shares and does not have a registered address in Australia, the United Kingdom or the United States and resides in a jurisdiction where it would be illegal under the laws of that jurisdiction to permit TGG Shareholders residing in that jurisdiction to receive the offer under or to participate in the Buy-Back (or which has laws which TGG determines would be impractical for it to comply with in order to permit TGG Shareholders residing in that jurisdiction to receive the offer under or to participate in the Buy-Back); or

(c)   is acting on behalf of or for the account of a person who holds TGG Shares beneficially and resides in a jurisdiction outside of Australia, the United Kingdom or the United States where it would be illegal under the law of that jurisdiction to permit such persons residing in that jurisdiction to receive an offer under or to participate in the Buy-Back (or which has laws which TGG determines would be impractical for it to comply with in order to permit TGG Shareholders residing in that jurisdiction to receive the offer under or to participate in the Buy-Back, for a TGG Shareholder).

What do I need to do by when?

Buy-Back Details:

Buy-Back Terms:

CHESS will process Buy-Back election messages until 7:00pm (Sydney time) on 6 October 2021, or in the event that the offer is extended, such other times as may be notified by TGG to the market. A TGG Shareholder may only elect to participate in the Buy-Back for all their TGG Shares held as at the Buy-Back Election Date. In order to participate in the Buy-Back, you must continue to hold TGG Shares at 7.00pm on the Record Date.

Once a valid Buy-Back Election has been submitted, the TGG Shares (and any additional TGG Shares purchased on the holding which settle on the TGG Register by 7.00pm on the Buy-Back Election Date) will be locked and placed in a ‘reserved sub-position’ in the Register.  TGG Shareholders and participants will not be able to deal with those TGG Shares until they are released from the reserved sub-position.  For the TGG Shares to be released from that reserved sub-position before the Buy-Back Election Date, a withdrawal must be submitted for the Buy-Back Election Form in accordance with the procedures set out in section 3.5.14 of the Explanatory Memorandum.

Participants should be aware that TGG Shareholders are able to submit Buy-Back Election Forms via the online Transaction website offered by TGG at www.tggftransaction.com.au. Buy-Back Election Forms submitted via the online facility for a CHESS holding will be actioned by Computershare via Registry Initiated Takeover Request transactions in accordance with CHESS 6.1, and such messages require the participant’s response to either accept or reject the message. 

Participants should be aware that they may be required to action messages received via the online Transaction website up to 7.00pm (Sydney time) on the Closing Date, in order for the Buy-Back Election Forms to be validly submitted.  It is expected that this election mechanism may result in larger volumes of registry-initiated messages than for paper-based submission only, and participants are requested to monitor the requests for response up to the Buy-Back Election Date, but especially in the last week prior to the Buy-Back Election Date.

Neither TGG nor Computershare will be responsible should the controlling participant not acknowledge and confirm a Buy-Back Election Form in sufficient time.

Withdrawal Process

A participant may withdraw a Buy-Back Election Form by transmission of an EIS type ‘085’ message (Takeover Acceptance Removal Request Message) such that it is received no later than 7.00pm (Sydney time) on 6 October 2021. As the Buy-Back is an offer to buy back all of the TGG Shares elected as at 7.00pm on the Buy-Back Election Date, a participant cannot amend an election once elected to participate, other than to withdraw the Buy-Back Election Form. Please refer to section 3.5.14 of the Explanatory Memorandum for further information.

Please refer to General Information below for further details concerning the processing of Takeover Acceptance Removal Request Messages. 

Trustees and Nominees

Trustees and nominees who are registered as the holder of one or more parcels of TGG Shares should inform the beneficial owners of the TGG Shares about the Buy-Back, subject to any legal restrictions in the countries where such beneficial owners are resident and provided such persons are not Ineligible Overseas Shareholders, and then aggregate all elections received from beneficial owners who are not Ineligible Overseas Shareholders. 

Trustees or nominees who hold TGG Shares on behalf, or for the account of, any person who is an Ineligible Overseas Shareholder, must not inform any such person of the Buy-Back.  It is the responsibility of the trustee or nominee to ensure that when completing an aggregated Buy-Back Election Form, it does not include any election on behalf of such persons.

It is the responsibility of the trustee or nominee to aggregate all instructions received from any underlying beneficial owners, and submit one combined Buy-Back Election Form (if any) so that it is received by the Registry no later than 7.00pm on the Buy-Back Election Date. A valid Buy-Back Election Form received from trustees or nominees will apply to the number of TGG Shares elected and which are held by the trustee or nominee on the same registered holding (for which a Buy-Back Election Form was received) at the Buy-Back Election Date and the Record Date.

It is strongly recommended that trustees and nominees submit Buy-Back Election Forms through CHESS using DPI (Distinct Portion Indicator) flags, by the Buy-Back Election Date. Please note that if Distinct Portion instructions are not used, holdings may not be identified as belonging to a custodian, and in accordance with the terms of the Buy-Back, Computershare will seek to accept any additional shares on a HIN into the Buy-Back via CHESS 6.1 message request (so that ALL shares for the HIN are accepted). Once a valid Buy-Back Election Form has been submitted using DPI, the TGG Shares held by a Buy-Back Accepting TGG Shareholder will be locked and placed in a ‘reserved sub-position’ on the Register. Trustees and nominees will not be able to deal with the TGG Shares held by a Buy-Back Accepting TGG Shareholder until they are released from the reserved sub-position.  For the TGG Shares held by a Buy-Back Accepting TGG Shareholder to be released from that reserved sub-position before the Buy-Back Election Date, a Buy-Back Withdrawal Form must be submitted for the Buy-Back Election Form in accordance with the process set out above.

TGG Shares which are not elected into the Buy-Back offer by the Buy-Back Election Date will receive the Scrip Consideration. 

TGG reserves the right to treat as invalid any Buy-Back Election Form that appears to have been submitted by, or on behalf of, a TGG shareholder who is not entitled to participate in the Buy-Back offer.

By completing and returning the Buy-Back Election Form or submitting a Buy-Back Election Form through CHESS, you confirm that you have read and agree to the terms and conditions set out in the Explanatory Memorandum, in particular the conditions set out in section 3.5.11 of the Explanatory Memorandum.

For further information regarding the Buy-Back please contact the Shareholder Information Line on 1300 145 831 (within Australia) or +61 3 9415 4832 (outside Australia), Monday to Friday between 8.30am to 5.30pm (Sydney time), excluding public holidays.

Need more information?

Issued by

Eldon Hernando, Equity Operations

Contact information

Eldon Hernando
1800 814 051
chesshelp@asx.com.au

General Information

Participants should refer to Section 13 of the CHESS Procedure Guidelines for Participants and Section 14 of the ASX Settlement Operating Rules for further information concerning the processing of Takeover Acceptance Messages & Takeover Acceptance Removal Request Messages for a CHESS holding of securities. Some of these issues are summarised below.

A Participant must submit acceptance of an offer by transmission of an EIS type ‘031’ message (Takeover Acceptance Message) where the securities in Question are held in a CHESS Holding. The Participant will receive a ‘032’ message (Effected Takeover Acceptance Message) from CHESS in response.

In addition to the electronic notification to the Participant, paper notification will be sent directly to the Holder as securities are reserved in an offer-accepted subposition. Any change to the balance of securities in the subposition will generate further electronic notification to the Participant and paper notification to the Holder.  

Where a Participant receives instructions from a Sponsored Holder, the Participant is required under the ASX Settlement Operating Rules to submit an acceptance as follows:

If the Holder specifies the time when or by which the offer must be submitted, in accordance with those instructions; otherwise by End of Day on the date of receipt of instructions from the Holder, where the offer closes on the date of receipt of instructions then prior to the close of the offer.

Participants should therefore retain, as a minimum, a record of the date on which instructions to accept an offer is received from a Sponsored Holder.

If Securities in a CHESS holding have been reserved by ASX in an offer accepted subposition, a release of the Securities from that subposition may be initiated by a Valid Originating Message if the Holder of the Securities to which the tender relates is legally entitled.

Disclaimer