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

On 14 November 2016, Wentronic Holding GmbH lodged a Bidder’s Statement with ASX in connection with a proportional takeover bid offering to acquire 83% of each shareholder’s holding of ordinary shares in Cellnet Group Limited, other than shares already held by Wentronic (“Proportional Bid” or "offer").

Acceptance of the Proportional Bid in CHESS must be effected in such a way that Wentronic acquires not more or less than 83% of each holding of ordinary shares in CLT (other than Wentronic's own holding of ordinary shares in CLT).

The following processes have been implemented to facilitate those shareholders who wish to accept 83% of their ordinary CLT shares into the Proportional Bid and on-sell part or all of the remaining balance. It should be noted that a buyer of all or part of the remaining balance cannot accept the Proportional Bid in respect of that purchase.  Alternatively, shareholders may wish to sell their CLT shares prior to acceptance, allowing the buyer to accept the Proportional Bid. 

Shareholders trading under the deferred settlement market, ASX Code: CLTE – Ordinary Shares, will be trading shares “ex offer”. The Ex Offer shares represent "remaining balance" shares retained by shareholders who have accepted the Proportional Bid.  Buyers of these shares are unable to accept the Wentronic Proportional Bid. 

Shareholders trading under the normal settlement market, ASX code: CLT – Ordinary Shares, will be trading shares “cum offer”. Buyers of these shares are able to accept the Wentronic Proportional Bid. 

What do I need to do by when?

Bid Details:

Offer Terms

CHESS will process acceptance messages until 7pm (Sydney time) on 21 December 2016 or in the event that the bid is extended, such other time as may be notified by Wentronic to the market.

The Wentronic Proportional Bid is conditional and a shareholder may only accept the offer for their CLT shares held at the time acceptance is processed. 

Link Market Services Limited is using CHESS 6.1 Offeror Submitted Takeover messages for this offer. 

For information regarding the offer please contact your Broker, legal, financial or other professional adviser.

Sponsoring Brokers/Controlling Participants

The Proportional Bid is conditional. If accepting through CHESS, 100% of the holding must be moved to an offer accepted subposition using a Takeover Acceptance message. The remaining balance cannot be accessed until after finalisation of the Proportional Bid.  Shareholders wishing to sell part or all of the remaining balance must do so through the “ex offer” deferred market under ASX Code: CLTE. 

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).

The closing date of the Wentronic 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.

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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