Nuplex : Scheme Plan - Amendments

Microsoft Word - 19558413_3.docx SCHEME PLAN

for a scheme of arrangement under Part 15 of the Companies Act 1993 (New Zealand) between

Nuplex Industries Limited (Company No. 48754) of Level 3, Millennium Centre, 602c Great South Road, Ellerslie, Auckland 1051 (Nuplex)

and

Scheme Shareholders (as defined below) and Allnex New Zealand Limited (Company No. 5924187) a duly incorporated company having its registered office at Russell McVeagh, The Vero Centre, Level 25, 48 Shortland Street, Auckland Central, Auckland 1010, New Zealand (BidCo)

and

Allnex Belgium SA/NV registered in Belgium of Square Marie Curie 11, 1070 Brussels, Belgium (Allnex)

1. Conditions

   The implementation of the Scheme is conditional in all respects on:

2. all of the Conditions having been satisfied or waived in accordance with the terms of the Scheme Implementation Agreement by 8.00am on the Implementation Date; and

3. neither the Scheme Implementation Agreement nor the Deed Poll having been terminated in accordance with its terms before 8.00am on the Implementation Date.

4. Scheme Consideration into trust accounts

   BidCo must, by no later than 4.00pm on the Business Day before the Implementation Date, subject to the Scheme having become Unconditional (save for the Conditions set out in clauses 3.1(g) to (m) (both inclusive) of the Scheme Implementation Agreement), deposit (or procure the deposit of) in immediately available cleared funds an amount equal to the aggregate amount of the Scheme Consideration payable to Scheme Shareholders in New Zealand dollar denominated trust accounts in accordance with the Escrow Deed. These trust accounts will be held and operated by Computershare on the basis set out in the Escrow Deed. Any interest on the amount deposited will be payable to BidCo and the Administrative Agent (for the benefit of the Financiers), as applicable, in accordance with the Escrow Deed.

5. Implementation

   Subject to the conditions set out in clause 1 being satisfied and the Scheme Consideration having been deposited in accordance with clause 2, commencing at 9am on the Implementation Date and in the following order:

6. without any further act or formality, all the Scheme Shares, together with all rights and entitlements attaching to them as at the Implementation Date (other than the right to receive the Approved Dividend), will be transferred to BidCo and Nuplex must enter, or procure the entry of, the name of BidCo in the Register in respect of all of the Scheme Shares; and then

7. subject to compliance in full with clause 3(a), Bidco must pay or procure the payment of the Scheme Consideration to each Scheme Shareholder based on the number of Scheme Shares held by such Scheme Shareholder as set out in the Share Register on the Scheme Record Date.

8. Payment of the Scheme Consideration
9. Method of payment

10. The payment under clause 3(b) will be satisfied by:

11. where a Scheme Shareholder has prior to the Scheme Record Date, made a valid election in accordance with the requirements of the Nuplex's share registry to receive payments from Nuplex by electronic funds transfer to a bank account nominated by that Scheme Shareholder, paying the relevant amount by electronic transfer in accordance with that election (unless Nuplex in its

    absolute discretion elects to make the payment in accordance with clause 4.1(a)(ii)); or

12. otherwise dispatching, or procuring the dispatch of, a cheque for the relevant amount to the Scheme Shareholder by prepaid post to their Registered Address (as at the Scheme Record Date), such cheque being drawn in the name of the Scheme Shareholder (or in the case of joint holders, in accordance with the procedures set out in clause 4.2).

13. For the purposes of clause 4.1(a), where a Scheme Shareholder is to be paid the relevant Scheme Consideration in Australian dollars in accordance with the section

    7.2 of the Scheme Booklet, then Nuplex may procure that the payment pursuant clause 4.1 can be made in Australian dollars, provided however that this will be a matter between Nuplex and the applicable Scheme Shareholder. BidCo will satisfy its obligation by complying with clause 2.

14. Joint holders

    In the case of Scheme Shares held in joint names:

15. subject to clause 4.1, the Scheme Consideration is payable to the joint holders and any cheque required to be sent under this Scheme will be made payable to the joint holders and sent to either, at the sole discretion of Nuplex, the holder whose name appears first in the Register as at the Scheme Record Date or to the joint holders; and

16. any other document required to be sent under this Scheme Plan, will be forwarded to either, at the sole discretion of Nuplex, the holder whose name appears first in the Register as at the Scheme Record Date or to the joint holders.

17. Surplus in trust accounts

    To the extent that, following satisfaction of the obligations under clause 3(b), there is a surplus in the trust accounts referred to in clause 2, that surplus (less any amount retained under clause 4.5(b)) shall be immediately paid to BidCo or the Administrative Agent (for the benefit of the Financiers), as applicable, in such New Zealand denominated account as is specified for such payment under the Escrow Deed.

18. Unclaimed monies

19. Nuplex may cancel a cheque issued under clause 4.1(a)(ii) if the cheque is returned to Nuplex or has not been presented for payment within one year after the Implementation Date.

20. During the period of one year commencing on the Implementation Date, on request in writing from a Scheme Shareholder to Nuplex, Nuplex must reissue, or procure the reissue of, a cheque that was previously cancelled under clause 4.4(a).

21. Orders of a court or Government Authority

    Notwithstanding any other provision of this Scheme Plan, if written notice is given to Nuplex on or prior to the Scheme Record Date of an order or direction made by a court of competent jurisdiction or a Government Authority that:

22. requires consideration to be provided to a third party in respect of Scheme Shares held by a particular Scheme Shareholder, which would otherwise be payable to that

    Scheme Shareholder in accordance with clause 3(b), Nuplex will be entitled to procure that provision of that consideration is made in accordance with that order or direction; or

23. prevents the consideration from being provided to any particular Scheme Shareholder in accordance with clause 3(b), or the payment of such consideration is otherwise prohibited by applicable law, the payment (equal to the number of Scheme Shares held by that Scheme Shareholder multiplied by the Scheme Consideration) will be retained in one of the trust accounts referred to in clause 2 until such time as provision of the consideration to the Scheme Shareholder in accordance with clause 3(b) is permitted by that order or direction or otherwise by law. Any amount so retained

under this clause 4.5(b) may be held by Nuplex or any of Nuplex's related companies, provided that BidCo procures that such company complies with the obligations under this clause to pay such consideration to any applicable Scheme Shareholders,

and such provision or retention (as the case may be) will constitute the full discharge of BidCo's and Nuplex's obligations under clause 3(b) with respect to the amount so provided or retained.

24. Dealing in Nuplex Shares
25. Recognition of dealings

    To establish the identity of the Scheme Shareholders:

26. dealings in Nuplex Shares will only be recognised if:

27. in the case of dealings of the type to be effected through NZX's clearing and settlement system or CHESS on ASX, the transferee is registered in the Register as the holder of the relevant Nuplex Shares as at the Scheme Record Date; and

28. in all other cases, registrable transmission applications or transfers in respect of those dealings, or valid requests in respect of other alterations, are received on or before 7.00pm on the Scheme Record Date at the place where the Register is kept; and

29. Nuplex must not accept for registration, nor recognise for any purpose (except a transfer to BidCo pursuant to this Scheme Plan and any subsequent transfer by BidCo or its successors in title), any transfer or transmission application or other request received after such times, or received prior to such times but not in registrable or actionable forms.

30. Register

31. Nuplex must register registrable transmission applications or transfers of the Scheme Shares in accordance with clause 5.1(a)(ii) on or before 7.00pm on the Scheme Record Date provided that, for the avoidance of doubt, nothing in this clause 5.2(a) requires Nuplex to register a transfer that:

32. relates to a transfer of Nuplex Shares on which Nuplex has a lien; or

33. would result in a Nuplex Shareholder holding a parcel of Nuplex Shares that is less than a 'minimum holding' (for the purposes of this clause 5.2(a) 'minimum holding' has the meaning given in the NZX Main Board Listing Rules or the official operating rules of ASX (as applicable)).

34. A holder of Scheme Shares (and any person claiming through that holder) must not dispose of, or purport or agree to dispose of, any Scheme Shares or any interest in them, on or after the Scheme Record Date otherwise than pursuant to this Scheme Plan, and any attempt to do so will have no effect and Nuplex and BidCo shall be entitled to disregard any such disposal.

35. For the purpose of determining entitlements to the Scheme Consideration, Nuplex must maintain the Register in accordance with the provisions of this clause 5.2 until the Scheme Consideration has been paid to the Scheme Shareholders. The Share Register in this form will solely determine entitlements to the Scheme Consideration.

36. From 7.00pm on the Scheme Record Date, each entry that is current on the Register (other than entries on the Register in respect of BidCo) will cease to have effect except as evidence of entitlement to the Scheme Consideration or the Approved Dividend in respect of Nuplex Shares relating to that entry.

37. As soon as possible on the first Business Day after the Scheme Record Date and in any event by 5.00pm on that day, Nuplex must make available to BidCo in the form BidCo reasonably requires, details of the names, Registered Addresses and holdings of Nuplex Shares for each Scheme Shareholder as shown in the Register on the Scheme Record Date.

38. General provisions
1. Title to and rights in Scheme Shares

2. To the extent permitted by law, the Scheme Shares (including all rights and entitlements attaching to the Scheme Shares) transferred under this Scheme Plan to BidCo will, at the time of transfer of them to BidCo, vest in BidCo free from all mortgages, charges, liens, encumbrances, pledges, security interests (including any 'security interests' within the meaning of section 17(1)(a) of the Personal Property Securities Act 1999) and interests of third parties of any kind, whether legal or otherwise and free from any restrictions on transfer of any kind.