Over Wire : ASIC Registers Scheme Booklet

Published: 2022-01-24 00:54:03 ET OTW.AX

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ASX RELEASE

24 JANUARY 2022

ASIC REGISTRATION OF OVER THE WIRE SCHEME BOOKLET

Over the Wire Holdings Limited (ASX: OTW) ("OTW") is pleased to announce that the Australian Securities and Investments Commission ("ASIC") has registered the explanatory statement ("Scheme Booklet") in relation to the proposedacquisition of 100% of the shares in OTW by Aussie Broadband Limited (ASX: ABB) ("ABB") by way of a scheme of arrangement ("Scheme").

This follows OTW entering into a deed of amendment and restatement of the scheme implementation deed ("Deed of Amendment and Restatement") dated 20 January 2022 in relation to the Scheme (and detailed further below).

This also follows the issuance of orders made by the Federal Court of Australia ("Court") on Friday, 21 January 2022 approving the convening of a meeting of OTW shareholders to consider and vote on the Scheme ("Scheme Meeting") and approving the distributionof the Scheme Booklet to OTW shareholders.

The Scheme Booklet provides information about the Scheme and includes a copy of the independent expert's report prepared by Grant Thornton Corporate Finance Pty Ltd ("Independent Expert"), the investigating accountant's report prepared by PKFBrisbane Audit, and notice of the Scheme Meeting. A copy of the Scheme Booklet is attached to this announcement and will be made available online at www.overthewire.com.au

Revised Schemedetails

As noted in the Company's announcement of 2 December 2021, the Scheme consideration is subject to the maximum total cash consideration payable by ABB not exceeding approximately $275m ("Maximum Cash Consideration") representing 80% of the total Scheme Consideration and the maximum total ABB scrip consideration not exceeding approximately 40m ABB shares ("Maximum Scrip Consideration") representing 57.5% of the total Scheme Consideration.

The Deed of Amendment and Restatement was entered into by OTW and ABB to give effect to, among other minor variations, a slight adjustment to the Maximum Cash Consideration from $275,174,594 to $275,172,902 and Maximum Scrip Consideration from 39,556,348 to 39,556,105 ABB shares (arising as a result of the total number of fully paid ordinary shares on issue in OTW).

Distribution of SchemeBooklet

OTW shareholders who have elected to receive communications electronically will receive an email, and OTW shareholders who have not nominated an email address for this purpose will receive a letter sent by post, containing instructions about how to view or download a copy of the Scheme Booklet, lodge their election form and proxy form, and participate in the Scheme Meeting online.

Over the Wire Holdings Limited

ABN: 89 151 872 730

Level 24, 100 Creek St, Brisbane, QLD 4000, Australia

P: 1300 689 689 I: +61 7 3847 9292

W: www.overthewire.com.au

For personal use only

The above-mentioned communications are expected to be distributed to OTW shareholders on Tuesday, 25 January 2022.

The Scheme Booklet should be read in its entirety before deciding whether or not to vote in favour of the Scheme.

Scheme Meeting

The Scheme Meeting will be held virtually at 11.00am (Brisbane time) on Thursday, 24 February 2022. OTW shareholders (or their proxies, attorneys or corporate representatives) will be able to attend and vote at the Scheme Meeting through an online platform available at https://meetings.linkgroup.com/OTW22

All OTW shareholders are encouraged to vote either by attending the Scheme Meeting virtually or by appointing a proxy, attorney or corporate representative to attend the Scheme Meeting and vote on their behalf.

IndependentExpert's conclusion

The Independent Expert has concluded that the Scheme is fair and reasonable and is therefore in the best interests of OTW shareholders in the absence of a superior proposal.

The Independent Expert's conclusion should be read in context with the full Independent Expert's report and the Scheme Booklet.

OTW directors'recommendation

The directors of OTW unanimously recommend that OTW shareholders vote in favour of the Scheme 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 OTW shareholders.

Subject to those same qualifications, the directors of OTW intend to vote the OTW shares they hold or control in favour of the Scheme at the Scheme Meeting.

Further information

All OTW shareholders are encouraged to note the key events and indicative dates set out in the Scheme Booklet.

If, after reading the Scheme Booklet, you have any further questions in relation to the Scheme or the Scheme Booklet, please contact the OTW shareholder information line on 1800 645 237 (within Australia) or +61 1800 645 237 (outside Australia) between Monday to Friday (excluding public holidays in Australia) between 8.30am and 5.30pm (Sydney time).

This announcement was authorised for release to the market by the board of OTW.

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For further information, please contact:

Mike Stabb Company Secretary +61 7 3847 9292 [email protected]

About Over the Wire Holdings Limited

Over the Wire Holdings Limited (ASX: OTW) is an ASX listed telecommunications, cloud and IT solutions provider that has a national network with points of presence in all major Australian capital cities and Auckland, NZ. The company offers an integrated suite of products and services to business customers including Data Networks andInternet, Voice, Data Centre co-location, Cloud and Managed Services.

Over the Wire Holdings Limited companies include Over the Wire, NetSIP, FaktorTel, Sanity Technology, Telarus, VPN Solutions, Access Digital Networks, Comlinx, Zintel Communications, Fonebox and Digital Sense.

For further information, visit www.overthewire.com.au

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Scheme Booklet

Over the Wire Holdings Limited

ACN 151 872 730

For the acquisition by Aussie Broadband Limited ACN 132 090 192 (Aussie Broadband or ABB) of 100% of the shares in Over the Wire Holdings Limited ACN 151 872 730 (Over the Wire or OTW) by way of scheme of arrangement between Over the Wire and Over the Wire Shareholders

The OTW Directors unanimously recommend that, 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 OTW Shareholders, OTW Shareholders vote in favour of the Scheme.

The OTW Directors intend to vote in favour of the Scheme the Over the Wire Shares that

they hold or Control, 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

OTW Shareholders.

The Independent Expert has concluded that the Scheme is fair and reasonable and is in

the best interests of the OTW Shareholders.

Your vote is important to determine if the Scheme proceeds.

This is an important document and requires your immediate attention. It should be read in its entirety. If you are not sure what to do, you should consult your investment or other professional adviser. If you have recently sold all of your Over the Wire shares, please disregard this document

Financial adviser

Legal adviser

Macquarie Capital (Australia) Limited

McCullough Robertson Lawyers

For personal use only

Important notices

This Scheme Booklet

This Scheme Booklet is the explanatory statement required to be given to OTW Shareholders under section 412(1) of the Corporations Act.

The purpose of this Scheme Booklet is to explain the terms of the Scheme and the manner in which the Scheme will be considered and implemented (if approved by the Requisite Majority of OTW Shareholders and by the Court). Additionally, it provides information which is prescribed or otherwise material to the decision of OTW Shareholders whether or not to vote in favour of the Scheme. This document includes the explanatory statement for the Scheme required by section 412(1) of the Corporations Act.

You should read this Scheme Booklet in its entirety before deciding how to vote on the resolution to be considered at the Scheme Meeting. This Scheme Booklet does not take into account the individual investment objectives, financial situation and particular needs of each OTW Shareholder. You should seek independent legal, financial, taxation, or other professional advice before deciding whether or not to vote in favour of the Scheme.

Status of Scheme Booklet

This Scheme Booklet includes the explanatory statement for the Scheme required by sub-section 412(1) of the Corporations Act. Other than with respect to the offer to subscribe for New ABB Shares as part of a Consideration Option, this Scheme Booklet does not constitute or contain an offer to OTW Shareholders, or a solicitation of an offer from OTW Shareholders, in any jurisdiction. This Scheme Booklet is not a disclosure document required by chapter 6D of the Corporations Act. Section 708(17) of the Corporations Act provides that chapter 6D of the Corporations Act does not apply to arrangements under part 5.1 of the Corporations Act approved at a meeting held as a result of an order under section 411(1). Instead, OTW Shareholders asked to vote on an arrangement at that meeting must be provided with an explanatory statement as included in this Scheme Booklet.

Responsibility for information

The Over the Wire Information has been given by, and is the responsibility of, Over the Wire. Neither Aussie Broadband, nor any of its Subsidiaries, nor any of their respective directors, officers, employees or advisers assumes any responsibility for the accuracy or completeness of such information.

The Aussie Broadband Information has been given by, and is the responsibility of, Aussie Broadband. Neither Over the Wire, nor any of its Subsidiaries, nor any of their respective directors, officers, employees or advisers assumes any responsibility for the accuracy or completeness of such information.

The Independent Expert has prepared the Independent Expert's Report at Annexure A and takes responsibility for, and has consented to the inclusion in the Scheme Booklet of, that report. None of Over the Wire, Aussie Broadband nor any of their Subsidiaries, nor any of their respective directors, officers, employees or advisers assumes any

responsibility for the accuracy or completeness of the Independent Expert's Report.

PKF Brisbane Audit has prepared the Independent Limited Assurance Report (as set out in Annexure B) and takes responsibility for, and has consented to the inclusion in the Scheme Booklet of, that report. None of Over the Wire, Aussie Broadband nor any of their Subsidiaries, nor any of their respective directors, officers, employees or advisers assumes any responsibility for the accuracy or completeness of the Independent Limited Assurance Report.

No consenting party has withdrawn their consent before the date of this Scheme Booklet.

ASIC and ASX

A copy of this Scheme Booklet has been reviewed by ASIC for the purposes of section 411(2) of the Corporations Act. It has also been lodged with and registered by ASIC under section 412(6) of the Corporations Act. Over the Wire has requested that ASIC give a statement under 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 at the Second Court Hearing. This is because ASIC will not be in a position to advise the Court until it has had an opportunity to observe the entire Scheme process.

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.

Important notice associated with Court order under section 411(1) of the Corporations Act

At the First Court Hearing on 21 January 2022, the Court ordered Over the Wire to convene the Scheme Meeting to consider and vote on the Scheme. The notice convening the Scheme Meeting is at Annexure C of this Scheme Booklet. The fact that the Court has ordered the Scheme Meeting to be convened is no indication that the Court has:

The Court's order for the convening of the Scheme Meeting is not an endorsement by the Court of the Scheme. On these matters the OTW Shareholders must reach their own decision.

Notice of Scheme Meeting

The Notice of Scheme Meeting is set out in Annexure C.

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Disclaimer

Over the Wire Holdings Ltd. published this content on 24 January 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 24 January 2022 05:53:06 UTC.