Origin advises that yesterday evening it received a non-binding and indicative proposal from the Consortium to amend the current Scheme (Revised Proposal), which is outlined in more detail below. To allow time to consider the Revised Proposal and other relevant matters, Origin has determined to adjourn today's Scheme Meeting to Monday
Origin also advises that based on the proxy votes received to date, had the Scheme Meeting proceeded today, it is unlikely that the Scheme would have achieved the required 75 per cent approval by shareholders.
Revised Proposal
The key components of the Revised Proposal are: under the existing Scheme, the addition of a potential opportunity for institutional shareholders to re-invest into the Brookfield owned Energy Markets business after completion of the Scheme, with the Scheme otherwise on the same terms as currently proposed to Origin shareholders (including a total cash payment of approximately
The Revised Proposal is conditional on a deferral of the existing Scheme Meeting.
In the event the Alternative Transaction proceeds, it is proposed that shareholders would receive total cash consideration of up to approximately
In addition to franking credits associated with the special dividend noted above, the Consortium estimates that shareholders would receive approximately
If EIG reaches acceptances under the Takeover of at least 90 per cent, then shareholders will receive an additional
There are a range of conditions attached to the Revised Proposal including finalising amendments to the Consortium's funding arrangements, updates to regulatory approvals and entry into revised legal documentation.
While the Alternative Transaction may present an additional opportunity for shareholders to receive cash value for their shares, the Board notes that the transaction appears inferior to the existing Scheme. The Board has significant reservations as to the complexity, conditionality and differing value, and potential adverse tax outcomes to Origin and shareholders, nevertheless the Board has a responsibility to fully assess this Revised Proposal so it can provide an informed view about its merits or otherwise to shareholders.
Federal Government announcement
Origin also notes the announcement today by the Federal Government that it intends to expand its
While the impacts on Origin of the expanded CIS cannot be determined at this point, the Board has concluded that shareholders should be given the opportunity to consider this development in the context of the Scheme.
Update on regulatory approvals
The Consortium has also informed Origin that the regulatory approvals from the
The Consortium has advised Origin that it expects to receive these outstanding regulatory approvals by early
Further details regarding the conditions precedent to the Scheme can be found in clause 3.1 of the SID and section 4.6 of the Scheme Booklet.
Implementation of the Scheme remains subject to satisfaction of other conditions as previously announced, including Origin shareholder approval at the Scheme Meeting, Court approval, and other conditions precedent contained in clause 3.1 of the SID.
Adjournment of Scheme Meeting
In light of the Board's duty to inform shareholders and to give due consideration to options available to enhance shareholder value, and consider other developments including the Federal Government announcement, the Board has decided to adjourn the Scheme Meeting. Adjournment of the Scheme Meeting will provide the Board with time to carefully assess the terms of the Revised Proposal and consider its merits for Origin shareholders.
Therefore, Origin will defer the vote on the Scheme Resolution to Monday 4
Given the short notice, Origin intends to open the Scheme Meeting at
The new proxy deadline for shareholders who were on Origin's share register on the Scheme Meeting record date of
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