This Notice is being issued to provide Participants with further information in relation to the bid and details the acceptance process through CHESS.

Participating Organisations are advised of the following trading and settlement issues in connection with the proportional bid made by Wentronic Holding GmbH (“Wentronic”) for 83% of the ordinary shares of Cellnet Group Limited (“CLT”) ("Proportional Bid" or "offer"), other than shares already held by Wentronic. Wentronic’s Proportional Bid is open, subject to extension or withdrawal, during the period 21 November 2016 to 21 December 2016 inclusive. Due to the proportional nature of the Wentronic offer, which is for 83% of each other CLT shareholder’s holding, the trading arrangements set out in this notice are necessary during the offer period in order to comply with the Corporations Act 2001 (Cth) ("Corporations Act"). 

Corporations Act 2001 

Section 653B(1) of the Corporations Act operates to ensure that a transferee of shares in respect of which a takeover bid has been made has the same rights to accept the offer in respect of those shares as the original holder of those shares to whom an offer has been made in accordance with section 633.  The consequences of section 653B in the context of a Proportional Bid are: 

1.         If the original offeree has sold all of their shares in the target company before accepting the offer made to them as the holder shown on the company’s register of members, a corresponding offer is deemed to have been made to the transferee.

2.         Once the original offeree has accepted the offer, none of their remaining holding can be sold on a Cum Offer basis.  A transferee of the remaining holding of a person who has accepted a proportional offer is not eligible to accept the proportional takeover offer in respect of those transferred shares. 

3.         Where the original offeree sells part of their shareholding before accepting the proportional takeover offer, then a new offer is deemed to be made to them in relation to their remaining shares, and a corresponding offer is deemed to be made to the transferee in relation to the transferred shares. 

Hence, the section operates as if the offer travels with the shares initially held by the original offeree, until the offer is accepted in relation to those shares by the person who is the holder of them, or is entitled to be registered in relation to them. 

What do I need to do by when?

Trading and Settlement Arrangements

Deferred Settlement Ex Offer Market

A deferred settlement “Ex Offer” market will be established in CLT’s ordinary shares (ASX Code: CLTE).  This market should only be used by offerees who have lodged an acceptance for the Proportional Bid and wish to trade the remainder of their holding on-market.  This Ex Offer market will continue for the duration of Wentronic’s Proportional Bid.  Settlement of trades conducted in the Ex Offer market will be deferred until after the completion of Wentronic’s Proportional Bid.  Wentronic’s Proportional Bid is scheduled to close at 7pm (Sydney time) 21 December 2016, unless extended. 

The following market quotations and protection procedures will apply in respect of Wentronic’s Proportional Bid:

a)       As from the commencement of trading on 21 November 2016, CLT’s ordinary shares will be quoted as follows: 

Cum Offer (ASX code: CLT) – in respect of ordinary shares capable of acceptance of the Wentronic Proportional Bid.  The Cum Offer market trades on a normal T + 2 settlement basis.

Deferred Ex Offer (ASX code: CLTE) – in respect of ordinary shares not capable of acceptance of the Wentronic Proportional Bid.  These shares represent "remaining balance" shares retained by shareholders who have accepted the Proportional Bid.  The Ex Offer market trades on a deferred settlement basis.   

The following timetable will apply in relation to these quotations:

NB: (1) The closing date of Wentronic’s Proportional Bid is subject to extension by Wentronic.  No trades conducted in the Ex Offer market can be settled until after the conclusion of Wentronic’s Proportional Bid.  If the Proportional Bid is extended, then the settlement date for trades conducted in the Ex Offer market will also be extended.  Persons who trade in the Ex Offer market should be aware that the settlement date is subject to the possibility of extension in this manner.

b)       Where a Participating Organisation receives a selling order for ordinary shares in CLT on a Cum Offer basis during the Wentronic Proportional Bid period, it is the responsibility of that Participating Organisation to ensure that the ordinary shares are shares in respect of which the Wentronic Proportional Bid can be accepted.  If it should be subsequently proved that the ordinary shares were Ex Offer shares, the Participating Organisation will be required to make good delivery by supplying Cum Offer shares.

 c)       It is the responsibility of the buying Participating Organisation to contact those clients who are or become holders of Cum Offer CLT shares, but who have not or do not receive a bidder's statement and acceptance form from Wentronic to ascertain whether those clients may wish to accept the Wentronic Proportional Bid.CHESS Takeover Acceptances: The method by which acceptances of the Wentronic Proportional Bid will be processed in CHESS has implications for persons holding shares in CLT on the CHESS subregister who wish to both accept the Wentronic Proportional Bid and sell the remainder of their holding on-market.Pursuant to the bidder’s statement, the value of an marketable parcel is set at $500 worth of CLT shares or less.  If accepting the offer would leave a CLT shareholder with CLT shares with a value of less than $500 (based on the “cum-Offer” ASX closing price of CLT shares on the date that is the most recent trading day before the relevant acceptance of the offer is received), the offer will apply to all of that CLT shareholder's CLT shares (subject to the terms and conditions of the offer and in accordance with section 618 of the Corporations Act (as modified by Class Order 13/521).Offerees who do not wish to accept the Proportional Bid may continue to trade their holding on a T+2 basis, in the Cum Offer market (ASX code: CLT).  This will enable the buyer to accept the Wentronic Proportional Bid.  

Need more information?

Issued by

Eldon Hernando, Senior Officer, Post Trade Operations

Contact information

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

Disclaimer