COLORPAK LIMITED 25 February 2016 ASX Announcement
The Australian Securities and Investments Commission today registered the Scheme Booklet in relation to the proposed acquisition of Colorpak Ltd ("Colorpak") by Graphic Packaging International, Inc. ("Graphic Packaging International") via a Scheme of Arrangement ("Scheme").
A copy of the Scheme Booklet, which includes the Independent Experts Report, a notice of Scheme meeting and a copy of the proxy form for the Scheme meeting, is attached to this announcement and is available on Colorpak's website www.colorpak.com.au. Copies of the Scheme Booklet will be sent to Colorpak shareholders on or about 3 March 2016.
Colorpak Directors continue to unanimously recommend shareholders vote in favour of the Scheme and will vote the shareholdings they control in favour of the Scheme in the absence of a superior proposal.
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Shareholder information line 1800 622 202 Mon to Friday 9am to 5pm | Geoff Willis Chairman Colorpak +61 3 9586 4757 |
SCHEME BOOKLET
Colorpak Limited ABN 56 107 485 898
For a scheme of arrangement between Colorpak Limited and its shareholders in relation to the proposed acquisition of Colorpak Limited by Graphic Packaging International, Inc through its wholly-owned subsidiary Graphic Packaging International Australia Pty Limited.
VOTE IN FAVOUR
Your Directors unanimously recommend that you should vote
in favour of the Scheme, 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, taxation or legal adviser immediately.
Legal Adviser
Colorpak Limited Scheme Booklet 1
IMPORTANT NOTICES
Nature of this document
This Scheme Booklet provides Colorpak Shareholders with information about the proposed acquisition of Colorpak by GPI through its wholly-owned subsidiary GPI Australia. If you have sold all of your Colorpak Shares, please ignore this booklet.
Defined terms
A number of defined terms are used in this Scheme Booklet. These terms are explained in section 9 of this Scheme Booklet.
A number of figures, amounts, percentages, prices, estimates, calculations of value and fractions in this Scheme Booklet
are subject to the effect of rounding. Accordingly their actual calculations may differ from the calculations set out in this booklet.
No investment advice
The information contained in this Scheme Booklet does not constitute financial product advice and has been prepared without reference to your own investment objectives, financial situation, taxation position and particular needs. It is important that you read this Scheme Booklet in its entirety before making any investment decision and any decision as to whether or not to vote in favour of the Scheme. If you are in any doubt in
relation to these matters, you should consult your financial, legal, taxation or other professional adviser.
Not an offer
This Scheme Booklet does not constitute or contain an offer to Colorpak Shareholders, or a solicitation of an offer from Colorpak Shareholders, in any jurisdiction.
Foreign jurisdictions
The release, publication or distribution of this Scheme Booklet in jurisdictions other than Australia may be restricted by law or regulation in such other jurisdictions and persons outside of Australia who come into possession of this Scheme Booklet should seek advice on and observe any such restrictions. Any
failure to comply with such restrictions may constitute a violation of applicable laws or regulations.
This Scheme Booklet has been prepared in accordance with Australian law and the information contained in this Scheme Booklet may not be the same as that which would have been disclosed if this Scheme Booklet had been prepared in accordance with the laws and regulations outside Australia.
Regulatory information
This document is the explanatory statement for the scheme of arrangement between Colorpak and the holders of its fully paid ordinary shares as at the Scheme Record Date for the purposes of section 412(1) of the Corporations Act. A copy of the proposed Scheme is included in this booklet as Annexure B.
A copy of this Scheme Booklet was provided to ASIC for examination in accordance with section 411(2)(b) of the Corporations Act and was lodged with ASIC for registration under section 412(6) of the Corporations Act. It was then registered by ASIC under section 412(6) of the Corporations Act before being sent to Colorpak Shareholders.
ASIC has been requested to provide a statement, in accordance with section 411(17)(b) of the Corporations Act, that ASIC has no objection to the Scheme. If ASIC provides that statement, it will be produced to the Court at the time of the Court hearing to approve the Scheme. Neither ASIC nor any of
its officers takes any responsibility for the contents of this Scheme Booklet.
A copy of this Scheme Booklet has been provided to ASX. Neither ASX nor any of its officers takes any responsibility for the contents of this Scheme Booklet.
Notice of Scheme Meeting
The Notice of Meeting is set out in Annexure D.
Notice of Second Court Hearing
At the Second Court Hearing, the Court will consider whether to approve the Scheme following the vote at the Scheme Meeting.
Any Colorpak Shareholder may appear at the Second Court Hearing, expected to be held at 10.00am on Friday, 8 April 2016 at the Supreme Court of Victoria, 210 William Street, Melbourne.
Any Colorpak Shareholder who wishes to oppose approval of the Scheme at the Second Court Hearing may do so by filing with the Court and serving on Colorpak a notice of appearance in the prescribed form together with any affidavit that the Colorpak Shareholder proposes to rely on.
Important notice associated with the Court order under section 411(1) of the Corporations Act
The fact that under section 411(1) of the Corporations Act the Court has ordered that a meeting be convened and has directed that an explanatory statement accompany the notice of meeting does not mean that the Court:
has formed any view as to the merits of the proposed scheme or as to how members should vote (on this matter members must reach their own decision); or
has prepared, or is responsible for, the content of the explanatory statement.
Disclaimer as to forward-looking statements
This Scheme Booklet contains both historical and forward-looking statements. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements.
All forward-looking statements in this Scheme Booklet reflect views only as at the date of this Scheme Booklet, and generally may be identified by the use of forward-looking words such as "believe", "aim", "expect", "anticipate", "intending", "foreseeing", "likely", "should", "planned", "may", "estimate", "potential", or other similar words. Similarly, statements that describe Colorpak's or GPI's objectives, plans, goals or expectations are or may be forward-looking statements.
The statements contained in this Scheme Booklet about the impact that the Scheme may have on the results of Colorpak's operations and the advantages and disadvantages anticipated to result from the Scheme, are also forward-looking statements.
Colorpak Limited issued this content on 25 February 2016 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 25 February 2016 03:47:26 UTC
Original Document: http://www.colorpak.com.au/sites/default/files/reports/Colorpak Scheme Booklet registered with ASIC.pdf
