Nuplex : Scheme Booklet - June 2016

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Your Independent Directors unanimously recommend that you

VOTE IN FAVOUR

of the Scheme, in the absence

of a Superior Proposal

Notice of Meeting and Scheme Booklet

For a scheme of arrangement between Nuplex Industries Limited and its Shareholders in relation to the proposed acquisition of all of the fully paid ordinary shares in Nuplex Industries Limited by Allnex New Zealand Limited, a wholly owned subsidiary of Allnex Belgium SA/NV.

THE SPECIAL MEETING WILL BE HELD AT:

Time: 11.00am (New Zealand time)

Date: 7 July 2016

Place: The Theatre at the Waipuna Hotel and Convention Centre, 58 Waipuna Road, Mt Wellington, Auckland, New Zealand

SHAREHOLDER INFORMATION LINE

0800 650 034 (toll free within New Zealand), 1800 764 494 (toll free within Australia) or [phone] (outside New Zealand and Australia) between 8.30am and 5.00pm (New Zealand time), Monday to Friday

This is an important document and requires your immediate attention. You should carefully read it in its entirety before deciding whether or not to vote in favour of the Scheme. If you are in any doubt about what you should do, you should seek advice from your financial, taxation or legal adviser. If you have sold all of your Nuplex Shares, please ignore this Scheme Booklet.

Important information

General

This Scheme Booklet is an important document and requires your immediate attention. If you are a Shareholder, you should carefully read this Scheme Booklet in its entirety before deciding whether or not to vote in favour of the Scheme.

If you are in any doubt as to what you should do, you should contact your broker or seek advice from your financial, taxation or legal adviser before making any decision regarding the Scheme.

If you have sold all of your Nuplex Shares, please ignore this Scheme Booklet.

Purposes of this Scheme Booklet

The purposes of this Scheme Booklet are to:

• provide you with information about the proposed acquisition of Nuplex by Allnex NZ;

• explain the terms and effect of the Scheme;

• explain the manner in which the Scheme will be considered and, if approved, implemented;

• provide you with information that could reasonably be expected to be material to your decision whether to vote in favour of, or against, the Scheme; and

• include the information required by the Takeovers Panel in relation to the Scheme.

  This Scheme Booklet is not a product disclosure statement.

  Your decision

  This Scheme Booklet does not take into account your individual investment objectives, financial situation or needs. You must make your own decisions and seek your own advice in this regard.

  The information and recommendations contained in this Scheme Booklet do not constitute, and should not be taken as constituting, financial product advice.

  If you are in any doubt as to what you should do, you should seek advice from your financial, taxation or legal adviser before making any decision regarding the Scheme.

  Not an offer

  This Scheme Booklet does not constitute an offer to Shareholders (or any other person), or a solicitation of an offer from Shareholders (or any other person), in any jurisdiction.

  Laws of New Zealand

  This Scheme Booklet has been prepared in accordance with New Zealand law. Accordingly, the information contained

  in this Scheme Booklet may not be the same as that which would have been disclosed in this Scheme Booklet if it had been prepared in accordance with the laws and regulations of another jurisdiction.

  Forward looking statements

  This Scheme Booklet contains certain forward looking statements. You should be aware that there are risks (both known and unknown), uncertainties, assumptions and other important factors that could cause the actual conduct, results, performance or achievements of Nuplex to be materially different from the future conduct, market

  conditions, results, performance or achievements expressed or implied by such statements or that could cause future conduct to be materially different from historical conduct.

  Deviations as to future conduct, market conditions, results, performance and achievements are both normal and to

  be expected.

  Forward looking statements generally may be identified by the use of forward looking words such as 'aim', 'anticipate', 'believe', 'estimate', 'expect', 'forecast', 'foresee', 'future', 'intend', 'likely', 'may', 'planned', 'potential', 'should', or other similar words.

  Neither Nuplex nor any other person gives any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward looking statements in this Scheme Booklet will actually occur. You are cautioned against relying on any such forward looking statements.

  Privacy and personal information

  Nuplex and Allnex NZ may collect personal information in the process of implementing the Scheme. Such information may include the name, contact details and shareholdings of Shareholders and the name of persons appointed by those persons to act as a proxy or corporate representative at the Special Meeting. The primary purpose of the collection of personal information is to assist Nuplex and Allnex NZ to conduct the Special Meeting and implement the Scheme.

  Personal information of the type described above may be disclosed to Computershare, print and mail service providers, proxy solicitation firms, Related Companies of Nuplex and Allnex NZ and Nuplex's and Allnex NZ's service providers

  and advisers. Shareholders have certain rights to access personal information that has been collected. Shareholders should contact Computershare in the first instance, if you wish to access your personal information. Shareholders who appoint a named person to act as their proxy or corporate representative should make sure that person is aware of these matters.

  No internet site forms part of this Scheme Booklet

  Any references in this Scheme Booklet to any website are for informational purposes only. No information contained on any website forms part of this Scheme Booklet.

  Timetable and dates

  All references to times in this Scheme Booklet are references to New Zealand time, unless otherwise stated. Any obligation to do an act by a specified time in New Zealand time must be done at the corresponding time in any other jurisdiction.

  Diagrams, charts, maps, graphs and tables

  Any diagrams, charts, maps, graphs and tables appearing in this Scheme Booklet are illustrative only and may not be to scale.

  Effect of rounding

  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, actual calculations may differ from amounts set out in

  this Scheme Booklet.

  Responsibility for information

  Other than as set out below, this Scheme Booklet has been prepared by, and is the responsibility of, Nuplex:

• the Allnex NZ Information has been prepared by, and is the responsibility of, Allnex NZ. Nuplex and its officers and employees do not assume any responsibility for the accuracy or completeness of the Allnex NZ Information. Allnex, Allnex NZ and their respective officers and employees do not assume any responsibility for the accuracy or completeness of any information in the Scheme Booklet other than the Allnex NZ Information; and

• the Independent Adviser's Report contained in Annexure B has been prepared by, and is the responsibility of, the Independent Adviser. Nuplex and its officers and employees do not assume any responsibility for the accuracy or completeness of the Independent Adviser's Report.

  Notice of the Final Court Hearing

  If you wish to oppose the Scheme at the Final Court Hearing, which is expected to be at 10.00am on 21 July 2016 at the High Court, Parliament Street, Auckland, you must file a notice of appearance or a notice of opposition together

  with supporting documents on which you wish to rely at the High Court and at Nuplex's registered office by 1.00pm on 14 July 2016.

  Defined terms

  Capitalised terms set out in this Scheme Booklet have the meanings given to them in the Glossary in section 14.

  Date of this Scheme Booklet

  This Scheme Booklet is dated 10 June 2016.

  Contents

  A

  A

  Summary of the Scheme

  Summary

• Key dates 3

• Chairman's letter 4

• Overview of the Scheme 6

• Action required 8

• Frequently asked questions 12

  B

  B

  Detailed information about the Scheme

  Detailed information

• Key considerations relevant to your vote 20

• Further information about the Scheme 26

• Information about Nuplex 31

• Information about Allnex NZ and Allnex 38

• Tax implications 39

  C

  Statutory and other information

  C

  Statutory and other information

• Allnex NZ information equivalent to Schedule 1

  of the Takeovers Code 44

• Nuplex information equivalent to Schedule 2

  of the Takeovers Code 46

• Summary of the Scheme Implementation Agreement 61

• Glossary 67

D Annexures

Annexures

Annexure A	Notice of Meeting	76
Annexure B	Independent Adviser's Report	78
Annexure C	Scheme Plan	128
Annexure D	Deed Poll	137
Annexure E	Initial Court Orders	144
Annexure F	Application for Final Court Orders	157
Annexure G	Nuplex's 2016 Half Year Report	171
Directory

D

Nuplex Scheme Booklet / page 1

A

Summary

of the Scheme