On 29 October 2019 QMS Media Limited (ASX:QMS, QMS Media or the Company) announced that it had entered into a Scheme Implementation Deed (SID) with an entity controlled by Quadrant Private Equity, and its institutional partners (together, Quadrant), under which Quadrant agreed to acquire 100% of the issued share capital of QMS Media via Scheme of Arrangement (Scheme) in an all cash offer of A$1.22 per share (Scheme Consideration) subject to the Rollover Shareholders (as defined below) being entitled to elect to receive a percentage of their Scheme Consideration as scrip consideration.
Subject to QMS Board approval, QMS Shareholders will also be entitled to receive a final dividend of up to 1.3 cents per share for the financial year ending 31 December 2019 (Final Dividend). The payment of the Final Dividend will not alter the Scheme Consideration that is payable under the Scheme.
The Scheme assumes continuing engagement of QMS personnel in the ordinary course and provides for equity rollover by entities controlled by QMS Media Group CEO Barclay Nettlefold and QMS Media Australia CEO John O’Neill (together Rollover Shareholders), who are entitled to elect to receive all or some of their Scheme Consideration as scrip consideration (being shares in the holding company of the acquiring entity) rather than cash consideration.
The Scheme is subject to certain conditions, including approval from QMS Media shareholders, the Australian Foreign Investment Review Board (FIRB) and the New Zealand Overseas Investment Office (OIO).
First Court Hearing
Election Time (for Rollover Shareholders only)
Scheme Meetings Proxy Forms
Voting Eligibility Date
General Scheme Meeting
Rollover Shareholders Scheme Meeting
Second Court Hearing
Scheme Record Date
Scheme Implementation Date