FNZ (UK) Ltd made a proposal to acquire GBST Holdings Limited (ASX:GBT) for approximately AUD 270 million on July 24, 2019. FNZ (UK) Ltd will acquire each share of GBST at AUD 4 in cash by way of a scheme of arrangement. On July 26, 2019, AUD 4 per share proposal expired and FNZ revised the proposal at AUD 3.95 per share. On July 26, 2019, FNZ revised the proposal at AUD 3.9 per share. FNZ (UK) Ltd entered into binding Scheme Implementation Deed to acquire GBST Holdings Limited for AUD 3.85 per share on July 29, 2019. A special dividend of AUD 0.35 was declared and so the offer per share of AUD 3.85 was reduced by AUD 0.35 on October 11, 2019. The proposal is conditional on GBST entering into a Scheme Implementation Deed with FNZ in a form provided by FNZ before the FNZ proposal deadline, certain other terms and conditions including, among others, Court approval, Foreign Investment Review Board approval, other regulatory approvals and no prescribed occurrences, regulated events or material adverse change occurring in respect of GBST. The meeting of GBST shareholders will be held on October 14, 2019 to consider and vote for the transaction. As the FNZ AUD 3.9 proposal remained subject to terms which would result in an unacceptable level of risk for GBST and its shareholders as well as an unrealistic engagement timetable, the GBST Board has formed the view that the proposal from FNZ is one that is effectively incapable of being accepted. GBST shareholders are advised to take no action at this point in time. The proposal of AUD 3.9 per share is capable of acceptance until July 26, 2019, after which point it would be automatically withdrawn. GBST Directors unanimously recommend shareholders vote in favor of the scheme, and intend to vote shares in their control in favor of the scheme, in the absence of a Superior Proposal and subject to an Independent Expert concluding that the Scheme is in the best interests of GBST shareholders. Scheme Implementation date is early November 2019. As per the update on October 18, 2019, the transaction is legally effective. The transaction has been approved by Supreme Court of New South Wales. Deutsche Bank Aktiengesellschaft (DB:DBK) acted as financial adviser and Allens acted as legal adviser for GBST Holdings Limited in the transaction. Grant Thornton Corporate Finance Pty Ltd acted as Independent Expert for GBST Holdings Limited and concluded the deal as fair and reasonable. Marlin & Associates Holding LLC acted as Financial advisor to GBST Holdings Limited. Rebecca Maslen-Stannage, Malika Chandrasegaran, Daniel Chun, Danielle Farrell, Luke Hastings, Emily Shepherd, Patrick Gay, Caroline Rae and Veronica Roberts of Herbert Smith Freehills LLP acted as legal advisors to FNZ (UK) Ltd. UBS Group AG acted as financial advisor to FNZ.