Summary

•Federal Court of Australia orders the convening of a meeting of Norfolk shareholders on Wednesday, 17 July 2013 to consider the proposed Scheme

•Unanimous recommendation by the Norfolk Board that Norfolk shareholders vote in favour of the Scheme, in the absence of a superior proposal

•The Independent Expert has concluded that the Scheme is fair and reasonable and in the best interests of Norfolk Shareholders, in the absence of a superior proposal

•Major shareholder, Maui Capital, reaffirms its intention to support the Scheme, in the absence of a superior proposal

Norfolk Group Limited (ASX: NFK) (Norfolk) today announced that the Federal Court of Australia has ordered a meeting of Norfolk shareholders (Scheme Meeting) to consider and vote on the previously announced scheme of arrangement (Scheme) under which RCR Tomlinson Ltd (ASX: RCR) (through its wholly-owned subsidiary, RCR Infrastructure Pty Ltd) will acquire all of the issued shares in Norfolk. If the Scheme becomes effective, Norfolk shareholders will receive A$0.48 cash per share.
Time and date of Scheme Meeting
The Scheme Meeting will be held at the Cambridge Room, Christie Conference Centre, 56 Berry Street, North Sydney on Wednesday, 17 July 2013 at 10.00am (Sydney time).
Unanimous Board recommendation
The Norfolk Board unanimously recommends that Norfolk shareholders vote in favour of the Scheme at the Scheme Meeting, in the absence of a superior proposal. Subject to the same qualification, each Norfolk director intends to vote all the Norfolk shares directly or indirectly held, controlled or represented by them in favour of the Scheme at the Scheme Meeting and procure that any Norfolk shareholder associated with, or represented by, them will vote in favour of the Scheme at the Scheme Meeting.
Independent Expert opinion
The Independent Expert, Lonergan Edwards & Associates, has concluded that the Scheme is fair and reasonable and in the best interests of Norfolk Shareholders, in the absence of a superior proposal.
Major Shareholder Support
Maui Capital Limited and its associates (Maui Capital) are shareholders in Norfolk and hold a relevant interest in excess of 20 per cent of Norfolk. Maui Capital has advised the Norfolk Board that, in the absence of a superior proposal, it intends to vote all Norfolk shares held, controlled or represented by it in favour of the Scheme.ASX Announcement
Scheme Booklet
Information relating to the Scheme, including the notice convening the Scheme Meeting and the Independent Expert's Report, will be included in an explanatory booklet to be sent to Shareholders (theScheme Booklet). A copy of the Scheme Booklet will be released to the market following its registration with the Australian Securities and Investments Commission (ASIC).
Key dates
Key events and the indicative timing in relation to the approval and implementation of the Scheme is set out in the table below:
Scheme Meeting
Event
Indicative date
Wednesday, 17 July 2013
Second Court Date
Friday, 19 July 2013
Effective Date
Friday, 19 July 2013
Record Date
Friday, 26 July 2013 (7.00pm, Sydney time)
Implementation Date
Wednesday, 31 July 2013
Payment of Scheme Consideration to Scheme Shareholders
By Monday, 5 August 2013
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