ASX ANNOUNCEMENT 1 November 2016 SAI GLOBAL

254 Pages·2016·6.66 MB·English

Head Office
Level 37, 680 George Street
Sydney NSW 2000 Australia

www.saiglobal.com
SAI Global Limited
ABN 67 050 611 642

ASX ANNOUNCEMENT 1 November 2016

SAI GLOBAL/ BARING ASIA PRIVATE EQUITY FUND VI:
SCHEME BOOKLET REGISTERED WITH ASIC

1 November 2016, Sydney, Australia: Further to the Company’s announcement on 26 September
2016, SAI Global Limited (SAI) today announced that the Australian Securities and Investments
Commission (ASIC) has registered the scheme booklet (Scheme Booklet) in relation to the proposed
acquisition of all of the shares in SAI by Casmar (Australia) Pty Limited (ACN 615 021 479), a wholly-
owned subsidiary of the Baring Asia Private Equity Fund VI (Baring Asia), via a Scheme of Arrangement
(the Scheme). This follows the issuance of orders by the Federal Court of Australia (the Court) today
approving despatch of the Scheme Booklet to SAI shareholders and the convening of a meeting of SAI
shareholders to consider and vote on the Scheme (Scheme Meeting), which was announced by SAI
earlier today.

Further, the Independent Expert appointed by the Board of Directors of SAI in relation to the Scheme,
KPMG Corporate Finance, has concluded that the Scheme is in the best interests of SAI shareholders.

A copy of the Scheme Booklet, including the Notice convening the Scheme Meeting and the Independent
Expert's Report, is attached to this announcement.

A copy of the Scheme Booklet, including the notice convening the Scheme Meeting and the Independent
Expert's Report, will be sent to SAI shareholders on Friday, 4 November 2016.

Those SAI shareholders who have previously elected to receive notifications from SAI’s share registry in
electronic format, will also receive an email where they can download the Scheme Booklet and lodge
their proxy votes online.

If the Scheme is approved by SAI shareholders at the Scheme Meeting, and all other conditions
precedent are satisfied or waived (where capable of waiver), SAI shareholders will receive a cash
payment of AUD$4.75 per SAI share held on the Record Date in respect of the Scheme (Scheme
Consideration). The Scheme Consideration is expected to be paid on Friday, 23 December 2016,
being the expected Implementation Date in respect of the Scheme.

The Board of Directors of SAI continues to unanimously recommend that SAI shareholders vote in favour
of the Scheme at the upcoming Scheme Meeting, in the absence of a superior proposal.

END

Investor inquiries

Dan Janes Tim McKessar
Managing Director Director
Credit Suisse Credit Suisse
[phone] [phone]
1
Media inquiries

John Frey

GRACosway
[phone]

For more information please visit www.saiglobal.com.

About SAI Global

SAI is a leading global provider of risk management products and services to businesses worldwide to proactively manage risk
to achieve business excellence, growth, sustainability and ultimately, create trust.

SAI’s integrated advisory, services and platforms operate across the entire lifecycle allowing businesses to focus on
opportunities presented by uncertainty. Its solutions include risk management software, standards and regulatory content,
ethics and compliance learning, risk assessments, certification, testing and audits.

In Australia, it is also a leading provider of settlement related services; company, personal and property information.

SAI is listed on the ASX with its head office located in Sydney, Australia. The company employs more than 2,000 people across
29 countries and 51 locations across Europe, North America and Asia. For more information, please visit www.saiglobal.com.

About Baring Private Equity Asia

Baring Private Equity Asia is one of the largest and most established independent alternative asset management firms in Asia,
advising funds with total committed capital of over US$10 billion.

The firm runs a pan-Asian investment program, sponsoring buyouts and providing growth capital to companies for expansion or
acquisitions, as well as a private credit and a pan-Asian real estate private equity investment program. The firm has been
investing in Asia since its formation in 1997 and has over 140 employees located across offices in Hong Kong, China, India,
Japan and Singapore.

Baring Private Equity Asia advised funds currently have over 35 portfolio companies active across Asia with a total of 150,000
employees and sales of approximately US$31 billion in 2015. For more information, please visit www.bpeasia.com.

2
For a scheme of arrangement in relation to
SAI Global Limited ACN 050 611 642
the proposed acquisition by BPEA BidCo of all
SAI Shares held by Scheme Shareholders for
$4.75 cash per SAI Share
vote yes
Your Directors unanimously recommend that you
approve the Scheme by voting in favour of the
Scheme Resolution, in the absence of a superior
proposal and subject to the Independent Expert
continuing to consider the Scheme to be in the
best interests of SAI Shareholders
Scheme Booklet
This is an important document and
requires your immediate attention.
You should read this document
carefully and in its entirety before
deciding whether or not to vote in
favour of the resolution to approve
the Scheme. If you are in doubt as
to what you should do, you should
consult your legal, financial or other
professional adviser.
If, after reading this Scheme Booklet,
you have any questions about the
Scheme or the number of SAI Shares
you hold or how to vote, please call
the Shareholder Information Line on
1300 654 848 (within Australia) or
[phone] (outside Australia)
Monday to Friday between 7.00am and
7.30pm (Sydney time).
If you have recently sold all of your SAI
Shares, please disregard this document.
Financial Adviser
Legal Adviser
Important notices 2
Chairman’s Letter 4
Purpose of this Scheme Booklet 6
Next steps 7
Key dates 7
How to vote 8
Frequently asked questions 9
1 Summary of the Scheme 14
2 Key considerations relevant to your vote 16
3 Implementation of the Scheme 20
4 Information on SAI 26
5 Information on BPEA BidCo and Baring Private Equity Asia Group 35
6 What if the Scheme is not implemented? 41
7 Taxation implications for Scheme Shareholders 46
8 Additional information 49
9 Glossary 53
Attachment A Notice of Scheme Meeting 58
Attachment B Scheme Implementation Deed 61
Attachment C Scheme of Arrangement made under section 411
of the Corporations Act 123
Attachment D Deed Poll 139
Attachment E Independent Expert’s Report 148
Attachment F Sample Proxy Form 243
1
SAI Global Scheme Booklet
SCHEME BOOKLET
Important
Notices
Defined terms contained in Attachment E to this If ASIC provides that statement, then it will
Capitalised terms used in this Scheme Scheme Booklet. SAI does not assume be produced to the Court on the Court
Booklet are defined in the Glossary in any responsibility for the accuracy Approval Date.
Section 9 of this Scheme Booklet. or completeness of the information Neither ASIC nor any of its officers take
contained in Attachment E to this
This Scheme Booklet any responsibility for the contents of this
Scheme Booklet except in relation
This Scheme Booklet includes the Scheme Booklet.
to information given by it to the
explanatory statement required to be Independent Expert. The Baring Private A copy of this Scheme Booklet will be
sent to SAI Shareholders in relation to the Equity Asia Group does not assume lodged with ASX. Neither ASX nor any of
Scheme under Part 5.1 of the Corporations any responsibility for the accuracy its officers take any responsibility for the
Act. A copy of the proposed Scheme is set or completeness of the information contents of this Scheme Booklet.
out in Attachment C to this Scheme Booklet.
contained in Attachment E to this Important notice associated with Court
You should read this Scheme Booklet Scheme Booklet. The Independent order under subsection 411(1) of the
carefully and in its entirety before making Expert does not assume any Corporations Act
a decision as to how to vote on the responsibility for the accuracy or The fact that under subsection 411(1)
resolution to be considered at the Scheme completeness of the information of the Corporations Act the Court has
Meeting. If you are in doubt as to what you contained in this Scheme Booklet other ordered that a meeting be convened and
should do, you should consult your legal, than that contained in Attachment E. has approved the explanatory statement
financial or other professional adviser. Link has had no involvement in the required to accompany the notice of the
Responsibility for information preparation of any part of this Scheme meeting does not mean that the Court:
(a) Except as provided in paragraphs (b) Booklet other than being named as SAI’s (a) has formed any view as to the merits
to (d) below, the information in this Share Registry. Link has not authorised or of the proposed Scheme or as to
Scheme Booklet has been provided caused the issue of, and expressly disclaims how members should vote (on this
by SAI and is the responsibility of SAI. and takes no responsibility for, any part of matter members must reach their own
Baring Private Equity Asia Group and this Scheme Booklet. decision); or
their directors, officers and advisers do Investment decisions (b) has prepared, or is responsible for the
not assume any responsibility for the The information in this Scheme Booklet content of, the explanatory statement.
accuracy or completeness of any such
does not constitute financial product
SAI information. Notice regarding Second Court Hearing
advice. This Scheme Booklet has been and if an SAI Shareholder wishes to
(b) Baring Private Equity Asia Group prepared without reference to the oppose the Scheme
has provided and is responsible for investment objectives, financial situation
The date of the Second Court Hearing to
the Baring Private Equity Asia Group or particular needs of any SAI Shareholder
approve the Scheme is 9 December 2016.
Information. SAI and its directors, or any other person. This Scheme Booklet
The hearing will be at 2:15pm (Sydney
officers and advisers do not assume should not be relied on as the sole basis
time) at the Federal Court of Australia at
any responsibility for the accuracy or for any investment decision. Independent
Law Courts Building, 184 Phillip Street,
completeness of the Baring Private legal, financial and taxation advice should
Sydney NSW 2000.
Equity Asia Group Information. be sought before making any investment
(c) Ernst & Young has provided and decision in relation to your SAI Shares. Each SAI Shareholder has the right to
is responsible for the information ASIC and ASX involvement appear and be heard at the Second Court
contained in Section 7 of this Scheme Hearing and if so advised, oppose the
Booklet. Neither SAI nor the Baring This document is the explanatory approval of the Scheme at the Second
Private Equity Asia Group assumes statement for the scheme of arrangement Court Hearing. If you wish to oppose in
any responsibility for the accuracy between SAI and the holders of SAI Shares this manner, you must file and serve on SAI
or completeness of the information as at the Record Date for the purposes of a notice of appearance, in the prescribed
contained in Section 7 of this Scheme section 412(1) of the Corporations Act. form, together with any affidavit on which
Booklet. Ernst & Young does not A copy of the proposed Scheme is included you wish to rely at the hearing. The notice
assume any responsibility for the in this Scheme Booklet as Attachment C. of appearance and affidavit must be served
accuracy or completeness of the A copy of this Scheme Booklet (including on SAI at its address for service at least one
information contained in this Scheme the Independent Expert’s Report) has been day before 9 December 2016. The address
Booklet other than that contained in lodged with and registered for the purposes for service for SAI is:
Section 7. of section 412(6) of the Corporations c/- SAI Global Limited
(d) The Independent Expert, KPMG Act by ASIC. ASIC has been requested to 680 George St, Sydney NSW 2000
Corporate Finance, has provided and provide a statement in accordance with (Attention: Company Secretary)
is responsible for the information section 411(17)(b) of the Corporations Act Email: [email protected]
that ASIC has no objection to the Scheme.
2
Disclosure regarding forward-looking assurance of future financial performance The information may be disclosed to print
statements of SAI (whether the Scheme is implemented and mail service providers, and to SAI
This Scheme Booklet contains both or not). SAI Shareholders should review and Baring Private Equity Asia Group and
historical and forward-looking statements. carefully all of the information included their respective related bodies corporate
in this Scheme Booklet. The forward- and advisers to the extent necessary to
The forward-looking statements in this
looking statements included in this Scheme effect the Scheme. If the information
Scheme Booklet are not based on historical
Booklet are made only as of the date of outlined above is not collected, SAI may be
facts, but rather reflect the current views
this Scheme Booklet. Neither SAI, nor hindered in, or prevented from, conducting
of SAI or, in relation to the Baring Private
BPEA BidCo nor their directors give any the Scheme Meeting or implementing
Equity Asia Group Information, Baring
representation, assurance or guarantee the Scheme effectively or at all. SAI
Private Equity Asia Group, held only
to SAI Shareholders that any forward- Shareholders who appoint an individual
as at the date of this Scheme Booklet
looking statements will actually occur or be as their proxy, corporate representative or
concerning future results and events and
achieved. SAI Shareholders are cautioned attorney to vote at the Scheme Meeting
generally may be identified by the use of
not to place undue reliance on such should inform that individual of the matters
forward-looking words or phrases such
forward-looking statements. outlined above.
as “believe”, “aim”, “expect”, “anticipated”,
“intending”, “foreseeing”, “likely”, “should”, Subject to any continuing obligations under Notice to persons outside Australia
“planned”, “may”, “estimated”, “potential”, or law or the ASX Listing Rules, SAI, BPEA This Scheme Booklet and the Scheme
other similar words and phrases. Similarly, BidCo and Baring Private Equity Asia Group are subject to Australian disclosure
statements that describe SAI’s and Baring do not give any undertaking to update or requirements, which may be different
Private Equity Asia Group’s objectives, revise any forward-looking statements after from the requirements applicable in other
plans, goals or expectations are or may be the date of this Scheme Booklet to reflect jurisdictions. The financial information
forward-looking statements. any change in expectations in relation to included in this document is based on
those statements or any change in events, financial statements that have been
The statements in this Scheme Booklet
conditions or circumstances on which any prepared in accordance with Australian
about the impact that the Scheme may
such statement is based. equivalents to International Financial
have on the results of SAI’s operations,
and the advantages and disadvantages Privacy and personal information Reporting Standards, which may differ
from generally accepted accounting
anticipated to result from the Scheme, SAI and Baring Private Equity Asia Group
principles in other jurisdictions.
are also forward-looking statements. may collect personal information to
implement the Scheme. The personal This Scheme Booklet and the Scheme
Any forward-looking statements included
information may include the names, do not in any way constitute an offer of
in the Baring Private Equity Asia Group
contact details and details of holdings of securities in any place in which, or to any
Information have been made on reasonable
SAI Shareholders, plus contact details of person to whom, it would not be lawful
grounds. Although Baring Private Equity
individuals appointed by SAI Shareholders to make such an offer.
Asia Group believes that the views
as proxies, corporate representatives
reflected in any forward-looking statements Effect of rounding
or attorneys at the Scheme Meeting.
included in the Baring Private Equity Asia A number of figures, amounts, percentages,
The collection of some of this information
Group Information have been made on estimates, calculations of value and
is required or authorised by the
a reasonable basis, no assurance can be fractions in this Scheme Booklet are subject
Corporations Act.
given that such views will prove to have to the effect of rounding. Accordingly,
been correct. Link advises that personal information the actual calculation of these figures
it holds about you (including your may differ from the figures set out in this
Any other forward-looking statements
name, address, date of birth and details Scheme Booklet.
included in this Scheme Booklet and made
of the financial assets) is collected by
by SAI have been made on reasonable Times and dates
Link organisations to administer your
grounds. Although SAI believes that the Unless otherwise stated, all times referred to
investment. Personal information is held
views reflected in any forward-looking in this Scheme Booklet are times in Sydney,
on the public register in accordance with
statements in this Scheme Booklet (other Australia. All dates following the date of the
Chapter 2C of the Corporations Act. Some
than the Baring Private Equity Asia Scheme Meeting are indicative only and
or all of your personal information may
Group Information, the information in are subject to the Court approval process
be disclosed to contracted third parties,
Section 7 and the information in Attachment and the satisfaction or, where applicable,
or related Link companies in Australia
E) have been made on a reasonable basis, waiver of the conditions precedent
and overseas. Your information may also
no assurance can be given that such views to the implementation of the Scheme
be disclosed to Australian government
will prove to have been correct. (see Section 1.2 of this Scheme Booklet).
agencies, law enforcement agencies and
These forward-looking statements involve regulators, or as required under other Currency
known and unknown risks, uncertainties, Australian law, contract, and court or The financial amounts in this Scheme
assumptions and other factors that may tribunal order. For further details about our Booklet are expressed in Australian
cause either SAI’s or Baring Private Equity personal information handling practices, currency unless otherwise stated.
Asia Group’s actual results, performance including how you may access and correct A reference to $ and cents is to Australian
or achievements to differ materially from your personal information and raise currency, unless otherwise stated.
the anticipated results, performance privacy concerns, visit our website at
or achievements expressed, projected www.linkmarketservices.com.au for a copy Date
or implied by these forward-looking of the Link condensed privacy statement, or This Scheme Booklet is dated 1 November
statements. Deviations as to future contact us by phone on [phone] 2016.
results, performance and achievements (free call within Australia) 9.00am to
are both normal and to be expected. 5.00pm (Sydney time) Monday to Friday
SAI Shareholders should note that the (excluding public holidays) to request a
historical financial performance of SAI is no copy of our complete privacy policy.
3
SAI Global Scheme Booklet
SCHEME BOOKLET
Chairman’s
Letter
Dear SAI Shareholder, The Scheme Consideration of $4.75 per Independent Expert
SAI Shares implies a fully diluted market
On behalf of the SAI Board, I am pleased Your directors appointed KPMG
capitalisation for SAI of $1,079 million3
to provide you with this Scheme Booklet, Corporate Finance as the Independent
and an implied enterprise value of SAI of
which contains information for your Expert to assess the merits of the
$1,237 million4.
consideration in relation to the proposed Scheme. The Independent Expert has
acquisition of SAI by BPEA BidCo. concluded that the Scheme is in the
Directors’ recommendation
best interests of SAI Shareholders, in
On 26 September 2016, SAI announced Your directors unanimously the absence of a Superior Proposal.
that it had entered into a binding Scheme recommend that SAI Shareholders
Implementation Deed with a subsidiary vote in favour of the Scheme, in the The Independent Expert has assessed
of the Baring Private Equity Asia Group, absence of a Superior Proposal and the full underlying value of SAI at
under which it is proposed that BPEA subject to the Independent Expert between $4.31 and $4.90 per SAI Share.
BidCo will acquire all of the shares in SAI continuing to consider the Scheme The Scheme Consideration of $4.75 per
by way of the Scheme1. The Scheme is to be in the best interests of SAI SAI Share is within this range.
subject to regulatory and shareholder Shareholders. A complete copy of the Independent
approvals and other conditions precedent. Expert’s Report is included in
Subject to those same qualifications,
If the Scheme is approved and each of your directors intends to vote, or Attachment E of this Scheme Booklet.
implemented, Scheme Shareholders cause to be voted, all the SAI Shares held
will receive a cash payment of $4.75 or controlled by them in favour of the How to vote
per SAI Share. Scheme at the Scheme Meeting. Your vote is important. In order for the
Scheme to be implemented, the Scheme
Your directors believe that the Scheme In reaching this unanimous conclusion,
Resolution must be approved by SAI
provides an opportunity to realise certain your directors assessed the changing
Shareholders at the Scheme Meeting by
cash proceeds at an attractive premium. dynamics of the markets in which SAI
the Requisite Majorities. The Scheme
The Scheme Consideration of $4.75 per operates and the uncertainties and risks
Meeting will be held at 10.00am (Sydney
SAI Share represents a: that that SAI would face if it were to
time) on Monday, 5 December 2016
• 32.3% premium to SAI’s closing share continue as an independent ASX-listed at SMC Conference & Function Centre
price of $3.59 on 23 September entity. Given these factors, your directors (Ionic Room), 66 Goulburn Street, Sydney.
2016, being the last trading day prior believe that the significant premium and
to the announcement of the Scheme limited conditions of BPEA BidCo’s cash For this reason, your directors encourage
on 26 September 2016; offer presents a compelling opportunity you to vote by attending the Scheme
to realise immediate and certain value for Meeting – if you are unable to attend
• 35.0% premium to the 5-day VWAP
SAI Shareholders. the Scheme Meeting, the SAI Directors
of $3.52 to 23 September 2016;
urge you to complete and return, in
• 35.5% premium to the 1-month VWAP Further details regarding the SAI Directors’ the enclosed reply paid envelope, the
of $3.51 to 23 September 2016; unanimous recommendation is set out in personalised proxy form that accompany
Section 2.
• 34.0% premium to the 6-month VWAP this Scheme Booklet or lodge your
of $3.54 to 23 September 2016; and proxy form online at Link’s website
• 28.7% premium to the broker (www.linkmarketservices.com.au)
in accordance with the instructions
consensus target price of $3.69 prior
given there.
to the announcement of the Scheme
on 26 September 2016.2
1. Baring Private Equity Asia Group has an economic exposure to 9.25 million SAI Shares representing approximately 4.3% of the SAI Shares on issue (as described
in Section 5.6(a)).
2. The broker consensus target price of $3.69 prior to the announcement of the Scheme on 26 September 2016 has been calculated from 8 broker valuations
dated between 18 August 2016 and 19 August 2016 being publicly available institutional broker target prices ranging from $3.45 to $3.95 known to SAI and
published after SAI’s financial results for the financial year ending 30 June 2016.
3. Based on 227.1 million fully diluted shares on issue. Please refer to Section 4.5 for further detail on SAI’s issued securities.
4. Implied fully diluted market capitalisation of $1,079 million plus net debt of $201 million and minority interests of $1.7 million as at 30 June 2016 less cash
proceeds from the exercise of SAI Options and SAI Performance Rights.
4
If you wish for the Scheme to proceed,
it is important that you vote in favour of
the Scheme.
Additional Information
Your directors encourage you to read
this Scheme Booklet carefully and in
its entirety, as it contains important
information that will need to be
considered before you vote on the
Scheme Resolution. Your directors also
encourage you to seek independent
financial, legal and taxation advice before
making any investment decision in relation
to your SAI Shares.
If you require further information or
have questions in relation to the Scheme
or this Scheme Booklet, please contact
the Shareholder Information Line on
1300 654 848 (within Australia) or
[phone] (outside Australia)
Monday to Friday between 7.00am and
7.30pm (Sydney time).
I would like to thank you for your ongoing
support.
Yours sincerely,
Andrew Dutton
Chairman
SAI Global Limited
5
SAI Global Scheme Booklet
SCHEME BOOKLET
Purpose of this
Scheme Booklet
On 26 September 2016, the SAI Directors Reasons to vote in favour of Reasons not to vote in favour of
unanimously recommended that SAI the Scheme the Scheme
Shareholders vote in favour of the ✔
T he SAI Directors unanimously ✘ You may disagree with the
Scheme under which BPEA BidCo would
recommend that SAI Shareholders SAI Directors’ unanimous
acquire all of the shares in SAI for $4.75
vote in favour of the Scheme, in recommendation and the
cash per SAI Share, in the absence of
the absence of a Superior Proposal Independent Expert’s conclusion
a Superior Proposal and subject to the
and subject to the Independent and believe that the Scheme is not
Independent Expert concluding that the
Expert continuing to consider the in your best interests
Scheme is in the best interests of SAI
Scheme is in the best interests of
Shareholders. SAI Shareholders ✘ You may prefer to participate in the
future financial performance of the
Each SAI Director continues to ✔
The Independent Expert has SAI business
recommend that SAI Shareholders vote in
concluded that the Scheme is in the
favour of the Scheme and intends to vote best interests of SAI Shareholders, in ✘ You may wish to maintain your
all SAI Shares that he or she controls in the absence of a Superior Proposal current investment profile
favour of the Scheme.
✔ The Scheme Consideration ✘ The tax consequences of the
The purpose of this Scheme Booklet is to represents attractive value for SAI Scheme may not suit your current
explain the terms of the proposed Scheme Shareholders financial position
and provide you with information on the
Scheme to assist you in your decision ✔ SAI Shareholders will receive certain ✘ You may believe that there is
whether or not to vote in favour of the value of $4.75 cash per SAI Share for potential for a Superior Proposal to
Scheme. their investment in SAI be made in the foreseeable future
Voting will take place at the Scheme ✔ SAI’s share price is likely to fall if the For more information about the reasons
Meeting to be held at 10.00am on Scheme does not proceed and no to vote against the Scheme, please see
Monday, 5 December 2016 at SMC Superior Proposal emerges Section 2.2 of this Scheme Booklet which
SAI Shareholders should read carefully
Conference & Function Centre (Ionic ✔
No Superior Proposal has emerged and in its entirety.
Room), 66 Goulburn Street, Sydney.
since the announcement of the
You should read this Scheme Booklet
Scheme
in full before deciding how to vote.
✔
The Scheme has a number of advantages, If the Scheme does not proceed,
disadvantages and risks, which may SAI Shareholders will continue to be
affect SAI Shareholders in different exposed to risks associated with SAI’s
ways depending on their individual business rather than realising certain
circumstances. SAI Shareholders should value for their SAI Shares in a certain
seek professional advice on their timeframe
particular circumstances, as appropriate. ✔
SAI Shareholders will not incur any
stamp duty or brokerage charges if
the Scheme proceeds
For more information about the reasons
to vote in favour of the Scheme, please
see Section 2.1 of this Scheme Booklet
which SAI Shareholders should read
carefully and in its entirety.
6