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ERM Power & Shell Energy Australia Scheme of Arrangement

Scheme of Arrangement

Set out below is information relevant to prior shareholders of ERM Power Limited (ASX:EPW) who participated in the scheme of arrangement by which Shell Energy Australia Pty Ltd (“Shell Energy Australia”) acquired 100% of the share capital of ERM Power for a cash price of $2.42 per share (“Scheme”).

Delisting of ERM Power

Trading in ERM Power shares on the ASX was suspended from the close of trading on Tuesday, 12 November 2019. ERM Power has applied to the ASX to have the quotation of its shares terminated and be removed from the official list of the ASX with effect from close of trading on Monday, 2 December 2019.

Consideration paid to prior ERM Power shareholders

ERM Power shareholders who were registered as such at both 6:00 pm AEST on Monday 18 November 2019 (“Special Dividend Record Date”) and 6:00 pm AEST on Tuesday 26 November 2019 (“Scheme Record Date”) received the total cash consideration of $2.42 per ERM Power share, comprising:

  • (Special Dividend) a fully franked special dividend of $0.085 in cash per ERM Power share (“Special Dividend”) held by them on the Special Dividend Record Date. Payment of the Special Dividend is expected to be made on Monday 25 November 2019; and
  • (Scheme Consideration) scheme consideration of $2.335 in cash per ERM Power share (“Scheme Consideration”) held by them on the Scheme Record Date. Payment of the Scheme Consideration is expected to be made on Friday 29 November 2019.

Tax Consequences of the Scheme

ERM Power has applied to the ATO requesting a class ruling to confirm the key taxation implications of the Scheme, the Ordinary Dividend and the Special Dividend for ERM Power Shareholders (Class Ruling).

ERM Power was provided a draft Class Ruling in October 2019 which was consistent with the tax consequences of the Scheme as outlined in the Tax Advisor’s Letter found in section 8 of the Scheme Booklet (Tax Advisor’s Letter).

When the final Class Ruling is published by the ATO, it will be available on the ATO website at ato.gov.au. It is anticipated that the ATO’s views in the Class Ruling will be generally consistent with the Tax Advisor’s Letter. However, it is possible that the ATO may reach a different conclusion. Accordingly, it is important that the Tax Advisor’s Letter be read in conjunction with the Class Ruling when issued by the ATO.

To view the Scheme Booklet, click here.

Contact us for further enquiries

Prior ERM Power Limited shareholders can continue to access their holdings transaction history, download a copy of their dividend statements, or request a replacement of their Consideration statement and/or cheque by contacting:

Link Market Services Limited

Phone: +61 1300 554 474
Fax: +61 2 9287 0303
Postal Address: Locked Bag A14, Sydney South NSW 1235
Website: linkmarketservices.com.au

For further information in relation to the Scheme or the Scheme Booklet, please contact:

Olga Alexandratos

Phone: +61 7 3020 5545
Mobile: +61 409 004 298
Email: oalexandratos@ermpower.com.au