SPARK INFRASTRUCTURE GROUP For personal use only
Monday, 29 November 2021
The Manager
Company Announcements
Australian Stock Exchange Limited
20 Bridge Street
SYDNEY NSW 2000
Dear Sir / Madam,
PROPOSED SCHEMES EFFECTIVE
Please see Spark Infrastructure's announcement regarding the proposed schemes becoming effective.
Yours sincerely,
Jenny Faulkner
General Counsel and Company Secretary
Level 29, Suite 29.05, Grosvenor Place, 225 George Street, Sydney NSW 2000 ABN 36 114 940 984
t +61 (0)2 9086 3600 f +61 (0)2 9086 3666 einfo@sparkinfrastructure.comwwww.sparkinfrastructure.com
For personal use only
ASX RELEASE
29 November 2021
PROPOSED SCHEMES EFFECTIVE
Spark Infrastructure RE Limited (ACN 114 940 984) (in its capacity as responsible entity of Spark Infrastructure Trust (ARSN 116 870 725)) ("Spark Infrastructure") today confirms that following receipt on 26 November 2021 of Court approval in relation to the proposed creditors' scheme of arrangement (the "Creditors' Scheme") and the second judicial advice in relation to the proposed trust scheme (the "Trust Scheme" and together with the Creditors' Scheme and related transactions, the "Schemes"), pursuant to which Pika Bidco Pty Ltd, an entity owned by funds managed or advised by Kohlberg Kravis Roberts & Co. L.P. and/or its affiliates, Ontario Teachers' Pension Plan Board and Public Sector Pension Investment Board, will acquire 100% of the securities in Spark Infrastructure, Spark Infrastructure has lodged an office copy of the Court order approving the Creditors' Scheme with the Australian Securities and Investments Commission ("ASIC"). An office copy of the Court order lodged with ASIC is set out in Annexure A to this announcement.
Spark Infrastructure has also lodged a copy of the amendment to the Spark Infrastructure Trust Constitution approved by Spark Infrastructure Securityholders at the Meetings held on 22 November 2021 with ASIC.
The Schemes are now Effective and it is expected that quotation of Spark Infrastructure securities on the ASX will be suspended from the close of trading today.
Total Cash Amount
If the Schemes are implemented on or before 31 December 2021, Spark Infrastructure Securityholders who hold Spark Infrastructure securities as at the Scheme Record Date (expected to be 7:00 pm (AEST) on 10 December 2021) will be entitled to receive the Scheme Consideration of $2.7675 per stapled security. The Scheme Consideration is in addition to the Special Distribution of $0.12 per stapled security which was announced by Spark Infrastructure on 24 November 2021. The Special Distribution is fully franked to the value of 5.14 cents per stapled security and has a record date of 1 December 2021. The Total Cash Amount that Spark Infrastructure Securityholders will be entitled to receive is $2.8875 per stapled security.
The Scheme Consideration will be paid on the Implementation Date, which is expected to be 22 December 2021, and the Special Distribution will be paid on the Special Distribution Payment Date, which will be 8 December 2021.
This announcement is authorised for release by the Managing Director.
For Investor enquiries please contact: | For Media enquiries please contact: |
Neil Donaldson | Ben Wilson |
Head of Investor Relations | GRACosway |
Mobile: +61 (0) 424 818 638 | Mobile: +61 (0) 407 966 083 |
ir@sparkinfrastructure.com |
Annexure A
Office copy of Court order lodged with ASIC
For personal use only
Form 43
UCPR 36.11 | D0001HZ09C |
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COURT DETAILS
Court
Division
List
Registry
Case number
TITLE OF PROCEEDINGS
First Plaintiff
First
Issued: 26 November 2021 10:59 AM
JUDGMENT/ORDER
Supreme Court of NSW Equity Corporations List Supreme Court Sydney 2021/00258227
Spark Infrastructure RE Limited
ACN 114940984
For personal
DATE OF JUDGMENT/ORDER
Date made or given | 26 November 2021 |
Date entered | 26 November 2021 |
TERMS OF JUDGMENT/ORDER
VERDICT, ORDER OR DIRECTION:
Hearing of Originating Process filed 9 September 2021. Second Court hearing.
- Black J grants leave to Pika Bidco Pty Ltd to appear under r 2.13 of the Supreme Court (Corporations) Rules.
Black J makes orders in accordance with the Short Minutes of Order initialled by him and placed in the file.
THE COURT ORDERS THAT:
Creditors' Scheme
1 Subject to Order 2 of these orders, pursuant to subsection 411(4)(b) of the Corporations Act 2001 (Cth) (Corporations Act), the scheme of arrangement between the Plaintiff and its securityholders (Spark Securityholders) (as holders of the Plaintiff's notes) other than Excluded Securityholders (as defined in the Creditors' Scheme, which is at Exhibit-1) (Scheme Securityholders) (Creditors' Scheme), is approved.
2 Pursuant to subsection 411(6) of the Corporations Act, the definition of "Excluded Securityholder" in the Creditors' Scheme be amended to "There are no Excluded Securityholders".
3 Pursuant to subsection 411(12) of the Corporations Act, the Plaintiff be exempt from compliance with subsection 411(11) of the Corporations Act in relation to the Creditors' Scheme.
Trust Scheme
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For personal use only
4 Pursuant to section 63 of the Trustee Act 1925 (NSW) (Trustee Act), the Plaintiff, in its capacity as responsible entity of the Spark Infrastructure Trust (ARSN 116 870 725), is justified in giving effect to and implementing the transactions contemplated by the resolutions passed by Spark Securityholders (as holders of units in the Spark Infrastructure Trust) at the general meeting of unitholders of the Spark Infrastructure Trust held on 22 November 2021, in giving effect to the amendments to the constitution of the Spark Infrastructure Trust approved at the meeting, and in doing all things necessary to implement the transactions contemplated by those resolutions.
5 Pursuant to section 93 of the Trustee Act, the costs of the Plaintiff arising out of and incidental to this proceeding be paid out of the assets of the Spark Infrastructure Trust.
6 These orders be entered forthwith.
SEAL AND SIGNATURE
Signature | Chris D'Aeth |
Capacity | Principal Registrar |
Date | 26 November 2021 |
If this document was issued by means of the Electronic Case Management System (ECM), pursuant to Part 3 of the Uniform Civil Procedure Rules (UCPR), this document is taken to have been signed if the person's name is printed where his or her signature would otherwise appear.
FURTHER DETAILS ABOUT Plaintiff(s)
First Plaintiff
Name | Spark Infrastructure RE Limited |
ACN 114940984 | |
Address | ANZ Tower Level 34 |
161 Castlereagh Street | |
Telephone | SYDNEY NSW 2000 |
Fax | |
Client reference | |
Legal representative for plaintiffs | |
Name | LUKE BRADSHAW HASTINGS |
Practicing certificate number | 20210 |
Address | ANZ Tower |
161 Castlereagh Street | |
GPO Box 4227 | |
SYDNEY NSW 2001 | |
DX address | DX 361 Sydney NSW |
Telephone | 02 9225 5000 |
Fax | 02 9322 4000 |
luke.hastings@hsf.com |
FURTHER DETAILS ABOUT (s)
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Spark Infrastructure Group published this content on 28 November 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 28 November 2021 21:49:06 UTC.
