2024 Shareholders’ Scheme Implementation Meeting

Proposed acquisition of TPC by Wollar Solar Holding

Wollar Solar Holding has proposed to acquire all of TPC’s Shares by way of a scheme of arrangement (Scheme). In addition to the Scheme, TPC is permitted to (and is intending) to pay a ‘Permitted Distribution’ by way of a special dividend and/or return of capital to TPC Shareholders, subject to TPC Shareholder approval and its ‘cash-free, debt-free’ balance (together with the Scheme, the Transaction).

As a result, if the Transaction approved by TPC Shareholders and the New South Wales Supreme Court, TPC Shareholders will receive:

cash consideration of $8.77 per TPC Share; plus
the cash amount of a special dividend and/or return of capital (if the return of capital is approved by TPC Shareholders), estimated up to $2.64 per TPC Share; plus
the right to potential earn out scheme consideration of up to $4.41 per TPC Share.

The TPC Board unanimously recommends that you vote in favour of the Transaction, in the absence of a superior proposal, and subject to the Independent Expert continuing to conclude that the Scheme is in the best interests of TPC Shareholders. Subject to those same qualifications, each of the TPC Directors intends to vote all TPC Shares held or controlled by them in favour of the Transaction.

Your vote as a TPC Shareholder is important and you are encouraged to read the Explanatory Booklet carefully and in full. If you are in doubt as to what you should do, you should consult an independent and appropriately licensed professional adviser without delay.

Offer documents

06 Jun 2024

Despatch of Scheme Booklet to Target Shareholders

09 Jul 2024

Scheme Meeting

17 Jul 2024

Delivery of Draft Pro Rata Adjustment to Bidder

29 Aug 2024

Implementation Date

FAQs

FAQ 1

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For further information, contact as below:

TPC Consolidated
Steven Goodarzi
Chief Strategy Officer, Executive Director
M: +61 (2) 1234 5678
E: investorrelations@tpc.com.au