Asciano Limited – Implication for AIO ETOs under 100% cash offer scheme based on indicative timetable

Market Participants and ASX Clear (ASXCL) Participants are advised that Asciano Limited (ASX code: AIO) has announced that it’s shareholders have voted in favour of the scheme of arrangement whereby Australian Logistics Acquisition Investments Pty Limited will acquire all of the AIO shares outstanding for A$9.15 cash per share. 

Indicative Timetable Announced

The Scheme Booklet has been released on 21 April 2016 and despatched to shareholders on 2 May 2016.  The scheme was approved by shareholders at the scheme meeting on 3 June 2016. Subject to court approval the scheme is expected to be effective on 29 July 2016, based on record date of 12 August 2016.  The last day of trading of AIO on ASX will then be 29 July 2016.

From the indicative timetable, on the last day of trading on 29 July 2016, holders of AIO shares will be entitled to the following:

$9.15 cash per share under a scheme of arrangement with Australian Logistics Acquisition Pty Limited. 

Termination Implications for AIO ETOs

ASX has consulted ASXCL on the implications for AIO ETOs in relation to the scheme offer. The general implications for an ETO under a full cash offer have been set out previously to Participants under Derivatives Notice No.176 dated 27 December 2002 Full Cash Offers- General implications for Exchange Traded Options, and reissued in Derivatives Notice No. 005 dated 13 January 2003.  Based on the indicative timetable announced by AIO, on the last day of trading, holders of AIO shares will receive a total amount of $9.15 per share. Accordingly, if AIO shares cease to trade, ASX in consultation with ASXCL, will under the current policy, terminate by cash settlement at intrinsic value all open positions in AIO ETOs following the last day of trading using $9.15 as the reference price.

There is a special dividend to be paid, expected record date 3 August 2016, expected payment date 11 August 2016.  To the extent that a Special Dividend is paid, the Scheme Consideration will be reduced to account for the cash value of the Special Dividend. So, the total consideration remains $9.15, regardless of the Special Dividend amount 

Early delisting of series with no open interest

Provided stockholder approval is granted allowing delisting to occur, any AIO ETO series with no open interest will be delisted prior to the termination date. 

Automatic generation of new AIO ETO series to be disabled

To mitigate the number of AIO ETO series that will required to be terminated or delisted, ASXCL will remove the automatic generation of new series for AIO ETOs, effective immediately. 

Exercise Restriction

Exercises will be restricted on the last day of trading of AIO shares on ASX. 

If No Market Available then Termination with AIO delisted

If AIO shares cease to trade on ASX in connection with the Scheme Offer, ASX and ASXCL will determine that there will be no market available in AIO ETOs following the cessation of trading of the underlying security, and termination of all AIO ETO series will proceed after the last day of trading of AIO shares on ASX. 

Significant Changes to the Scheme Indicative Timetable

If there are any major changes to the indicative timetable for which there may be an impact on AIO ETOs, a further ASX Notice will be issued.

What do I need to do by when?

Participants should be aware of the content of this Notice as it sets out the treatment of the termination with respect to open positions in ASX AIO ETO contracts.

Effective Date

A further ASX Notice will be released after the close of trading on Friday, 29 July 2016 setting out the table of termination prices

Need more information?

Issued by

Eldon Hernando, Senior Officer, Post Trade Operations

Contact information

Eldon Hernando
1800 623 571
cad@asx.com.au

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