ABA: Results of Scheme Meeting
Released
Released
Announcement PDF
3 February 2025
Results of Scheme Meeting
Auswide Bank Ltd (ASX: ABA) (Auswide) is pleased to provide this update in relation to the proposal for
MyState Bank Limited (a wholly owned subsidiary of MyState Limited (ASX:MYS)) to acquire 100% of the
fully paid ordinary shares in Auswide by way of a scheme of arrangement (Scheme) as described in the
Scheme Booklet in relation to the Scheme released to the ASX on 23 October 2024 (Scheme Booklet).
Results of the Scheme Meeting
In accordance with ASX Listing Rule 3.13.2 and section 251AA(2) of the Corporations Act 2001 (Cth), Auswide
advises that the resolution to approve the Scheme as set out in the Notice of Scheme Meeting in Annexure E
of the Scheme Booklet (Scheme Resolution), was passed on a poll by the requisite majorities of Auswide
shareholders at the Scheme Meeting held earlier today.
In summary:
•
•
90.59% of Auswide shareholders present and voting at the Scheme Meeting (in person or online, or by
proxy, attorney or corporate representative) were in favour of the Scheme Resolution; and
93.51% of the total number of votes cast by Auswide shareholders at the Scheme Meeting were in
favour of the Scheme Resolution.
Details of the valid proxies received and votes cast are set out in the attachment to this announcement.
Next Steps
Auswide will apply to the Supreme Court of New South Wales (Court) for approval of the Scheme at a
hearing scheduled for 9.15am (AEDT) (8.15am Queensland time) on Friday, 7 February 2025 (Second Court
Hearing).
If the Court approves the Scheme at the Second Court Hearing, Auswide intends to lodge a copy of the Court
orders with the Australian Securities and Investments Commission (ASIC) on the following business day
(Monday, 10 February 2025), at which time the Scheme will become Effective. It is expected that Auswide
shares will be suspended from trading on the ASX from closing of trading on Monday, 10 February 2025, and
that the Scheme will be implemented on Wednesday, 19 February 2025.
Auswide separately notes that the Chair’s Address released on the ASX earlier this morning refers to the
Second Court Hearing as scheduled for Friday, 6 December 2024 (found on page 5 of the announcement,
under ‘Status of Conditions Precent’). Auswide confirms this was a typographical error and the correct date
is Friday, 7 February 2025.
Timetable
The remaining key dates of the Scheme are set out below:
Date
9.15am (AEDT) (8.15am
Queensland time), Friday, 7
February 2025.
Event
Second Court Date
Second Court Hearing for approval of the Scheme
Monday, 10 February 2025
Effective Date
Court order is lodged with ASIC and Scheme takes effect and last day of
trading in Auswide Shares
Suspension from Trading
Suspension of Auswide Shares from trading on ASX
New MyState Shares commence trading on a deferred settlement basis
New MyState Shares expected to commence trading on a deferred
settlement basis
Record Date
Record date for determining entitlement to receive Scheme Consideration
Close of trading on Monday,
10 February 2025
Tuesday, 11 February 2025
7.00pm (AEDT) (6.00pm
Queensland time),
Wednesday, 12 February
2025
Wednesday, 19 February
2025
Thursday, 20 February 2025
Friday, 21 February 2025
By no later than Wednesday,
19 March 2025
Implementation Date
Date the Scheme will be implemented and Scheme Consideration will be
paid to Scheme Participants
New MyState Shares commence trading on a normal settlement basis
First day of trading in New MyState Shares on ASX on a normal settlement
basis
Dispatch of holding statements for New MyState Shares
Issue of holding statements (or equivalent documents) to Scheme
Participants (other than Ineligible Foreign Shareholders)1
Ineligible Foreign Shareholders
Payment of Proceeds to Ineligible Foreign Shareholders
All dates and times are indicative only and, among other things, are subject to all necessary approvals from
the Court and other Regulatory Authorities. Any changes to the above timetable will be announced through
ASX and notified on https://www.auswidebank.com.au/corporate/shareholder-information/share-price-andasx-announcements/.
Shareholder Information Line
For further information, please refer to the Scheme Booklet. If you have any questions regarding the Scheme
or the Scheme Booklet, you should contact the Auswide Shareholder Information Line on 1300 271 819
(within Australia) or +61 3 9415 4812 (outside Australia) on Monday to Friday (excluding public holidays in
Australia) between 8.30am and 5.00pm (AEDT) until 28 February 2025 or visit
https://events.miraqle.com/auswide-scheme.
Unless otherwise defined, capitalised terms in this announcement have the meaning given to them in the
Scheme Booklet.
1
Ineligible Foreign Shareholders will be entitled to receive their pro rata share of the Proceeds under the Sale Facility,
instead of the Scheme Consideration, as described in sections 3.11 and 3.12 of the Scheme Booklet.
This announcement has been authorised by the Company Secretary.
Doug Snell
Managing Director
+61 0414 887 659
dnsell@auswidebank.com.au
Bill Schafer BCom CA
Chief Financial Officer and Company Secretary
+61 7 4150 4075
bschafer@auswidebank.com.au
About Auswide Bank Ltd
Auswide Bank became Australia’s tenth and Queensland’s third Australian owned bank, listed and trading on
the ASX, on April 1, 2015. The company had operated as a building society since 1966. Auswide Bank has an
Australian Credit Licence and an Australian Financial Services Licence issued by ASIC and is an Authorised
Deposit-taking Institution prudentially supervised by the Australian Prudential Regulation Authority. Auswide
Bank offers Australians an extensive range of personal and business banking products & services issued
directly or in partnership with leading service providers via an omni-channel distribution strategy which
includes branches, strategic relationships and online & digital channels.
Auswide Bank Ltd
Scheme Meeting
Monday, 03 February 2025
Results of Meeting
The following information is provided in accordance with section 251AA(2) of the Corporations Act 2001 (Cth) and ASX Listing Rule 3.13.2
Resolution details
Resolution
“That, pursuant to and in accordance with section 411 of the Corporations Act 2001 (Cth): (a) the scheme of
arrangement proposed between Auswide and its holders of its ordinary shares as contained in and more
particularly described in the Scheme Booklet of which this Notice of Scheme Meeting forms part, is agreed to
(with or without alterations or conditions as approved by the Court to which Auswide and MyState agree), and
Auswide is authorised, subject to the terms of the Scheme Implementation Agreement to agree to such
alterations or conditions, and (b) subject to approval by the Court, to implement the Scheme with any such
alterations or conditions.”
Instructions given to validly appointed proxies
(as at proxy close)
Proxy's
For
Against
Abstain
Discretion
13,738,070
536,084
550,660
92.67%
3.62%
3.71%
84,009
Number of votes cast on the poll
Resolution Result
For
Against
Abstain*
15,312,124
1,062,804
84,009
93.51%
6.49%
Carried
Number of shareholders voting on the poll
* Votes cast by a person who abstains on an item are not counted in calculating the required majority on a poll.
Carried /
Not Carried
For
Against
Abstain*
616
90.59%
64
9.41%
11
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