SKILLED Group Limited (ASX: SKE) provides this update on the proposed acquisition of SKILLED by Programmed Maintenance Services Limited (ASX: PRG) by way of a scheme of arrangement (Scheme).
Proposed transaction timetable
The transaction timetable is proceeding in accordance with the indicative timetable set out in SKILLED's announcement of 24 June 2015.
This timetable assumes that the SKILLED Board will declare a FY15 final dividend in conjunction with SKILLED's FY15 financial results announcement (expected to occur on 5 August 2015) and, subsequently, declare a special dividend subject to the Scheme becoming effective.
On the assumption that the record date for the FY15 final dividend and the special dividend will be Wednesday, 7 October 2015, the last day on which SKILLED shares can be purchased with an entitlement to use franking credits associated with the dividends is Monday, 24 August 2015.
First Court hearing Friday, 21 August 2015
Last day on which SKILLED shares can be purchased with entitlement to use franking credits from FY15 final
and special dividends
Monday, 24 August 2015
Explanatory Memorandum dispatched to shareholders Wednesday, 26 August 2015
Scheme meeting Friday, 25 September 2015
Second Court hearing and effective date Thursday, 1 October 2015
FY15 final dividend and special dividend record date Wednesday, 7 October 2015
Scheme record date Friday, 9 October 2015
Payment of FY15 final dividend (not subject to scheme becoming effective) and special dividend (subject to
scheme becoming effective)
Thursday, 15 October 2015
Scheme implementation date Friday, 16 October 2015
Any changes to this timetable will be notified to shareholders by way of further ASX
releases.
As a result of the proposed Scheme, relevant Accounting Standards require goodwill and intangibles with an infinite life to be tested for impairment on a "fair value" basis whereby the net assets of SKILLED must not exceed the fair value of Scheme consideration less costs of disposal.
As at 30 June 2015, the directors expect the net assets of SKILLED to exceed the fair value of Scheme consideration less costs of disposal by a range of $57.0 - $67.4 million. Consequently, a non-cash goodwill impairment charge of between $57.0 and
$67.4 million is expected to be recognised in the 30 June 2015 financial statements.
SKILLED expects to release its 30 June 2015 results on 5 August 2015.
Andrew Ford, SKILLED Group
Tel: 03 9924 2119 / 0408 377 854
MediaSarah Kerr, Nightingale Communications
Tel: 03 9614 6930 / 0409 668 824
About SKILLED Group
SKILLED Group Limited is Australia's leading provider of labour hire and workforce services. SKILLED Group has over 80 offices across Australasia with annualised revenues of around A$2.0 billion. SKILLED partners with clients to improve their workforce efficiency, enhance safety performance and increase productivity levels. SKILLED is listed on the Australian Securities Exchange (ASX: SKE) and has approximately 8,000 shareholders, predominantly in Australia.
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