Allens is a leading international law firm with a long and proud heritage of Allens has advised on many of Australia’s largest M&A transactions in recent years,.

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Overview of Allens Allens is a leading international law ˜rm with a long and proud heritage of shaping the future for our clients, our people and the communities in which we work. From playing a pioneering role in the development of legislation and regulatory frameworks in the Asia region for almost 200 years, to acting on numerous ‚˜rsts™ across a range of industry and community issues, it is in our DNA to make a di˚erence and help shape what our world looks like. Over this time, we™ve grown in scale and reach, today o˚ering clients a global network of 40 o˛ces in 28 locations through our global alliance with Linklaters. We are privileged to have some of the world™s longest ongoing client relationships, stretching back more than 170 years, and we™re committed to bringing our talent, expertise and insights to continue solving their toughest problems and creating ways forward to help them thrive. New and exciting market entrants sit alongside these established companies in our client base, drawn to working with us through the innovative repackaging of our services for the growing and fast-paced start-up market. Further information about Allens can be found at: .Market leading international M&A practice Allens has advised on many of Australia™s largest M&A transactions in recent years, demonstrating our team™s strength as one of the leading corporate practices in Australia. We are pleased to have played a crucial role in many of the largest and most complex public M&A transactions in Australia™s corporate history, including: Ł Investa O˛ce Fund on its response to the competing $3.3 billion proposals from Oxford Properties and Blackstone Real Estate; Ł Unibail-Rodamco™s A$32 billion acquisition of West˜eld Corporation; Ł DUET Group™s A$7.3 billion acquisition by the CKI consortium; Ł the A$9.05 billion acquisition of Asciano Limited; Ł M2™s A$3 billion merger with Vocus to create the 4th largest telecommunications company in Australia; Ł Recall Holding™s A$2.67 billion acquisition by Iron Mountain; Ł Equifax™s A$2.5 billion takeover of Veda Group; Ł Novion™s A$10.5 billion acquisition by Vicinity Centres (formerly Federation Centres); Ł Oil Search™s successful defence against Woodside™s A$11.7 billion acquisition proposal; Ł Foster™s Group™s response to the takeover by SABMiller for A$12.3 billion; Ł Rio Tinto™s response to BHP Billiton™s US$192 billion takeover o˚er and its strategic alliance with Chinalco; Ł St.George Bank™s A$67 billion merger with Westpac Banking Corporation; Ł Wesfarmers™ A$20 billion acquisition of Coles; Ł Qantas™ defence of the Macquarie led private equity consortium™s A$11.1 billion bid for the airline; and Ł CEMEX™s US$15.3 billion successful acquisition of Rinker.

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About this handbookThis handbook provides an overview of: Ł the rules which govern takeovers of, and acquisitions of voting securities in, Australian publicly listed companies and trusts; Ł how to undertake or respond to a takeover proposal for an Australian publicly listed company or trust; and Ł the legal issues which commonly arise in Australian takeover transactions. This handbook should not be relied on as a substitute for obtaining legal or other professional advice. Should you require legal advice, please contact us. This handbook is current as at 10 February 2021.

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Contents Australian takeovers in brief 51. Introduction 102. The 20% rule and key concepts 133. Exceptions to the 20% rule 174. Takeovers regulators 195. Shareholding thresholds 226. Transaction structures 257. Takeover bids (for companies and trusts) 318. Schemes of arrangement (for companies) 389. Trust schemes (for trusts) 4410. Strategic considerations for a prospective acquirer 5011. Strategic considerations for a target 5612. Other takeovers issues 61

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5Australian takeovers in brief 1. Introduction >Takeovers in Australia are regulated by a combination of legislation and regulatory policy. >The takeovers rules apply to acquisitions of listed Australian companies, listed Australian managed investment schemes (being investment trusts), and unlisted Australian companies with more than 50 shareholders. >The takeovers rules re˝ect policies that: Ł the acquisition of control of an entity which is subject to the takeovers rules takes place in an e˛cient, competitive and informed market; Ł target shareholders have a reasonable time to consider a proposed acquisition and are given enough information to enable them to assess the merits of the proposal; and Ł target shareholders have an equal opportunity to participate in the bene˜ts of a change of control of a company (referred to as a control transaction). >The most common takeover structures in Australia are: an o˚-market takeover bid (for either a friendly or hostile deal) and a scheme of arrangement (for a friendly deal only).2. The 20% rule and key concepts >A person cannot acquire a ‚relevant interest™ in voting securities of an entity that is subject to the takeovers rules if that would result in any person™s ‚voting power™ exceeding 20%, except via a speci˜ed exception (such as a takeover bid or scheme of arrangement). >The concept of ‚relevant interest™ is extremely broad, covering almost all situations where a person has direct or indirect control over the voting or disposal of a security. >A person™s ‚voting power™ in an entity is the aggregate of that person™s ‚relevant interests™ in voting securities and the ‚relevant interests™ of that person™s associates, expressed as a percentage of all issued voting securities. >The concept of ‚association™ seeks to ascertain all persons who should be considered as belonging to a single securityholding bloc in relation to an entity. It covers all entities within the same corporate group, and persons who are deemed to be working together for the purpose of in˝uencing the composition of the relevant entity™s board of directors or its management, or working together in relation to the relevant entity™s a˚airs. 3. Exceptions to the 20% rule >There are various exceptions to the 20% rule. >These exceptions include acquisitions of relevant interests: under a takeover bid, under a scheme of arrangement, with target securityholder approval, under a creep acquisition (ie. 3% every 6 months), under a downstream acquisition (ie. acquisitions of shares in listed entities which hold securities in a target), under a rights issue, or as a result of exercising a security interest. Australian takeovers in brief

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64. Takeovers regulators >The key takeovers regulators are the Australian Securities and Investments Commission (ASIC) and the Takeovers Panel. >ASIC has general supervision of the Corporations Act including the takeovers rules, and has the power to modify and grant relief from the takeovers rules. >The Takeovers Panel is the primary forum for resolving takeover disputes. It has the power to declare circumstances unacceptable (even if they do not involve a breach of law) and to make remedial orders. >Neither ASIC nor the Takeovers Panel has the power to make upfront binding rulings on a proposed structure or proposed course of action. >Courts play a very limited role in takeover transactions conducted via a takeover bid structure. However, courts play a vital role in takeover transactions conducted via a scheme of arrangement, in that a scheme requires court approval. 5. Shareholding thresholds >The key shareholding thresholds in an ASX-listed Australian company from a Corporations Act perspective are: ˙5% (obligation to ˜le substantial holding notice), >10% (ability to block compulsory acquisition), >20% (takeovers threshold), >25% (ability to block scheme of arrangement and special resolution), >50% (ability to pass ordinary resolution), ˙75% (ability to pass special resolution) and ˙90% (entitlement to compulsory acquisition). 6. Transaction structures >The most commonly used takeover structures are: an o˚-market takeover bid (for either a company or trust), a scheme of arrangement (for a company) and a trust scheme (for a trust). >The majority of friendly deals are e˚ected via a scheme of arrangement or trust scheme, largely because of their ‚all-or-nothing™ outcomes. >Other, less commonly used takeover structures include: a selective capital reduction (for a company) and a securityholder-approved transaction (for a company or trust). Australian takeovers in brief

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89. Trust schemes (for trusts) >A ‚trust scheme™ can be used only for a friendly acquisition of a trust, and is frequently used to e˚ect 100% acquisitions. >A trust scheme resembles a company scheme of arrangement, but without the requirement for court approval. >Trust schemes are subject to fewer speci˜c rules than takeover bids and are therefore more ˝exible, but the Takeovers Panel has oversight. >A standard trust scheme involves: Ł an implementation agreement between the bidder and the target; Ł the preparation by the target, with input from the bidder, of a draft explanatory memorandum which is sent to ASIC for review before sending to unitholders in advance of the unitholders™ meeting;Ł holding the unitholders™ meeting;Ł lodging the amended trust constitution with ASIC; Ł implementing the trust scheme; and Ł de-listing the target from ASX. 10. Strategic considerations for a prospective acquirer >Threshold matters for a prospective acquirer to consider include: transaction structure; whether it is seeking 100% or just control; form of o˚er consideration; due diligence requirements; friendly or hostile deal; and the potential acquisition of a pre-bid stake. >The initial approach to the target is usually conducted verbally, and followed by a written con˜dential, non-binding and indicative proposal. The target generally has no obligation to announce such a proposal – unless it ceases to become con˜dential Œ but could decide to do so for strategic reasons. >If a target grants due diligence access it will usually only do so on the basis of a con˜dentiality agreement, which restricts the use of that information to implement a friendly transaction. The target may also require a ‚standstill agreement™ whereby the prospective acquirer cannot acquire target securities for a speci˜ed period except under a friendly transaction. >A prospective acquirer can seek to bolster its position by acquiring a pre-bid stake (subject to the 20% takeovers rule, insider trading rules, any need for secrecy and other considerations). >If the target is not receptive to an approach, a prospective acquirer can launch a hostile takeover bid, make a ‚bear hug™ announcement or initiate a board spill. Australian takeovers in brief

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911. Strategic considerations for a target >The directors of an Australian company (or responsible entity of an Australian trust) will, given their ˜duciary duties, usually seek to maximise shareholder value and, to that end, will usually consider the reasonableness of any takeover proposal. >The overriding principles are that: (i) the directors of an ASX-listed Australian company (and responsible entity of a trust) must at all times act bona ˜de in the interests of the company (or trust unitholders), and for a proper purpose; and (ii) in respect of a takeover bid, target directors should not take actions, without securityholder approval, which causes the defeat of a control proposal. >A board can prepare for a possible takeover approach by: preparing a takeover defence manual and undertaking other pre-approach tasks, such as monitoring the share register, maintaining a valuation of itself, preparing for the grant of due diligence to a bidder, and preparing draft ASX announcements. >Key immediate decisions for a target following receipt of a takeover proposal are whether to: make an ASX announcement and engage with the bidder. >If the target board concludes a takeover proposal to not be in the interests of shareholders, it should consider an appropriate defence strategy. This could involve seeking counter-bidders or establishing the inadequacy of the bidder™s proposal. 12. Other takeovers issues Other takeovers issues which commonly arise or need consideration include: >whether foreign investment approval is required; >whether competition clearance is required; >ASIC™s truth in takeovers policy which requires persons to be bound by their public statements in relation to a takeover; and >the acquisition or cancellation of target options and other convertible securities. Australian takeovers in brief

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111.1 What is a takeover? In Australia, the term ‚takeover™ is often used to refer generically to the acquisition of control of a publicly listed company. Usually that control is obtained upon ownership of more than half of a company™s voting shares. However, in some cases, control can be obtained at a lower shareholding interest if, as a practical matter, a person can determine the composition of a company™s board of directors. Sometimes, the term ‚merger™ is used in lieu of ‚takeover™. In Australia the term ‚merger™ is more a commercial concept than a legal one, often to describe an agreed acquisition of one company by another where the two companies are of similar sizes. Unlike other jurisdictions (such as the United States), there is no practice in Australia to e˚ect control transactions via a true merger which results in the target company being subsumed into the bidder company and the target company ceasing to exist. Control transactions in Australia most commonly involve a bidder acquiring all (or at least a majority) of the voting securities in the target, and the target becoming a subsidiary of the bidder. 1.2 Regulatory framework Takeovers in Australia are regulated by a combination of: Ł legislation : Part 5.1 and Chapter 6 of the Corporations Act 2001 (Cth); Ł governmental policy : policy developed by the Australian Securities and Investments Commission (ASIC) (the national companies regulator) and the Takeovers Panel (a specialist tribunal which resolves takeover disputes); and Ł stock exchange rules : to a lesser extent, the listing rules of the ASX. In addition, Australia has: Ł anti-trust rules set out in the Competition and Consumer Act 2010 (Cth) which are administered by the Australian Competition and Consumer Commission; Ł foreign investment rules set out in the Foreign Acquisitions and Takeovers Act 1975 (Cth) and the accompanying regulations, where proposed acquisitions requiring approval are examined by the Australian Foreign Investment Review Board (FIRB); andŁ other rules speci˜c to an industry (such as banking, broadcasting, aviation and gaming) which may regulate control transactions. The focus of this handbook, however, is on the takeovers rules in the Corporations Act. 1.3 What entities are governed by the takeovers rules? The acquisition of interests in voting securities issued by the following types of entities need to comply with the Australian takeovers rules: Ł all Australian-incorporated companies listed on the ASX or on another prescribed ˜nancial market operated in Australia; Ł all unlisted Australian-incorporated companies with more than 50 shareholders; and Ł all Australian-registered managed investment schemes listed on the ASX or on another prescribed ˜nancial market operated in Australia (these are normally listed unit trusts). The other prescribed ˜nancial markets are Chi-X, SSX and NSX. The overwhelming majority of entities listed in Australia are listed on the ASX. For this reason, and for simplicity, the remainder of this handbook refers only to ASX-listed entities. The takeovers rules can also regulate the acquisition of voting securities in entities (whether incorporated in Australia or elsewhere) that hold or have interests in the voting securities of an entity of a type mentioned above. All persons, whether or not resident in Australia, must comply with the takeovers rules.

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