PROGRAMMED MAINTENANCE SERVICES LIMITED Attached to, and forming part of, this Notice of Meeting are Explanatory Notes that provide Shareholders with background information and further details on the Resolutions to assist Shareholders to determine how they wish to vote on the Resolutions. This Notice of Meeting, including the Explanatory Notes, Other Information and the Proxy Form, should be read in its entirety.
ORDINARY BUSINESS
To consider and, if thought fit, pass the following as a special resolution:
"That, for the purposes of sections 260A and 260B(2) of the Corporations Act 2001 (Cth) and for all other purposes, approval is given for SKILLED Group Limited (ACN 005 585 811), (SKILLED) and its wholly owned subsidiaries listed in Schedule 1 of this Notice of Meeting (each a wholly owned subsidiary of the Company), to financially assist the Company to acquire all of the issued shares in SKILLED, as described in the Explanatory Notes accompanying this Notice of Meeting."
To consider and, if thought fit, pass the following as an ordinary resolution:
"That, for the purposes of clause 10.2 of the Company's constitution, ASX Listing Rule 10.17 and for all other purposes, the maximum aggregate amount of fees that may be paid to all Non-Executive Directors of the Company in respect of each financial year of the Company commencing on or after 31 March 2016, be increased by $500,000 and fixed at $1,350,000 per annum, including superannuation."
The Company will disregard any votes cast on Resolution 2:
by a Director or an associate of any Director; or
as a proxy by a member of Key Management Personnel or their closely related parties, unless if it is cast by:
a person as proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or
the Chairman as proxy for a person who is entitled to vote, in accordance with a direction on a Proxy Form to vote as the proxy decides and exercise the proxy even if the Resolution is connected directly or indirectly with the remuneration of a member of Key Management Personnel.
The Chairman intends to vote all undirected proxies (where appropriately authorised) in favour of Resolution 2.
OTHER BUSINESS
To transact any other business that may be brought forward in accordance with the Constitution and the Corporations Act.
By order of the Board
12 February 2016
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OTHER INFORMATION
The Board has determined that persons who are registered as Shareholders at 4.00pm (Perth time) on Monday, 21 March 2016 will be entitled to attend and vote at the Meeting.
A Shareholder entitled to attend and vote at the Meeting may appoint a proxy. A proxy need not be a Shareholder and can be either an individual or a body corporate. If a body corporate is appointed as a proxy, it must ensure that it appoints a corporate representative to exercise its powers as proxy at the Meeting (see below).
A Shareholder entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion or number is not specified, each proxy may exercise half of the votes.
Sections 250BB and 250BC of the Corporations Act apply to voting by proxy. Generally, these sections mean that if proxies vote, they must cast all directed proxies as directed, and any directed proxies that are not voted will automatically default to the Chairman, who must vote the proxies as directed. If the proxy has two or more appointments that specify different ways to vote on the resolution, the proxy must not vote on a show of hands.
The following addresses are specified for the purposes of receipt of proxy appointments and any authorities under which proxy appointments are signed (or certified copies of those authorities):
Online: A proxy can be appointed electronically by visiting www.investorvote.com.au and following the instructions provided.
Level 2, 45 St George's Terrace
Perth WA 6000
For "intermediary online subscribers" only (custodians) please visit www.intermediaryonline.com to submit your voting instructions.
To be effective, a proxy appointment and, if the proxy appointment is signed by the Shareholder's attorney, the authority under which the appointment is signed (or a certified copy of the authority) must be received by the Company at least 48 hours before the commencement of the Meeting.
The enclosed Proxy Form provides further details on appointing proxies and lodging the Proxy Forms.
A body corporate may appoint an individual as its representative to exercise all or any of the powers the body may exercise (either as a Shareholder or as a proxy) at a meeting of Shareholders. The appointment may be a standing one. Unless the appointment states otherwise, the representative may exercise all of the powers that the appointing body could exercise at a meeting or in voting on a resolution. The representative will need to bring to the Meeting evidence of his or her appointment, including any authority under which it is signed, unless it has previously been given to the Company.
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EXPLANATORY NOTES
These Explanatory Notes form part of the Notice of Meeting.
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RESOLUTION 1 - APPROVAL OF FINANCIAL ASSISTANCE
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Background
On 24 June 2015, the Company announced its proposal to acquire all of the issued shares in SKILLED by way of a scheme of arrangement (the Scheme). On implementation of the Scheme on 16 October 2015, the Company acquired all of the ordinary shares in SKILLED. As a result, SKILLED and its wholly owned subsidiaries are now wholly owned subsidiaries of the Company.
The consideration provided to SKILLED shareholders under the Scheme was in part funded by the Company's $600 million Facility Agreement. Under the Facility Agreement, the Company may draw down funds to, among other things:
repay or refund (as applicable) the funds used by SKILLED to pay for the SKILLED FY15 Final Dividend and the SKILLED Special Dividend (as defined in the Scheme Implementation Agreement);
fund the cash component of consideration for the Scheme and transaction costs associated with the Scheme;
refinance existing facilities of SKILLED and its subsidiaries;
refinance existing facilities and bank guarantees of the Company (including facilities used to fund the Scheme); and
fund the general corporate purposes of the Company and working capital requirements of the Group.
grants security over any or all of its assets and undertakings in favour of Westpac Banking Corporation (as security trustee); and
irrevocably and unconditionally, jointly and severally, guarantees and indemnifies each Beneficiary for the punctual performance of the obligations of the Company and each other guarantor (and any future additional guarantors and borrowers from time to time) under the Facility Agreement and related finance documents, including, without limitation, the NZ$10 million NZD Facility Agreement that Programmed Facility Management NZ Limited (a subsidiary of the Company) has entered into with Westpac New Zealand Limited (the NZD Facility Agreement). This may include the immediate payment of any outstanding amounts on demand.
As is customary in these types of financing arrangements, the Company is required to ensure that certain of its subsidiaries (being any wholly owned subsidiary that individually, or as part of the Group, satisfies the prescribed earnings or assets tests) become guarantors and security providers under the Facility Agreement and the Security Trust Deed (as applicable) by (among other things) executing and providing an Accession Letter, a Security Provider Accession Deed, and a general security agreement in favour of Westpac Banking Corporation (as security trustee under the Security Trust Deed).
Accordingly, it is proposed that SKILLED and each of its wholly owned subsidiaries that meets the prescribed tests from time to time (which will include certain of SKILLED's wholly owned subsidiaries listed in Schedule 1 of this Notice, together, being the Potential Acceding Companies) will become a guarantor and security provider under the Facility Agreement and the Security Trust Deed (as applicable) so that each:
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Programmed Maintenance Services Limited issued this content on 12 February 2016 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 11 February 2016 23:21:58 UTC
Original Document: http://www.programmed.com.au/images/PDF/ASX/2016/Feb/95. 2016 Notice of General Meeting and Proxy Form.pdf
