Quadrant Private Equity Pty Limited entered into a scheme implementation deed to acquire QMS Media Limited (ASX:QMS) from Barctin Superannuation Fund, Barclay Nettlefold Family Trust, John O'Neill, Sand Grove Opportunities Master Fund Ltd and Sand Grove Tactical Fund LP of Sand Grove Capital Management LLP and others for approximately AUD 420 million on October 29, 2019. As reported, Quadrant Private Equity will acquire all of the QMS Media Limited shares by way of a scheme of arrangement at a cash consideration of AUD 1.22 per share of QMS Media Limited. Subject to QMS Board approval, QMS Shareholders will also be entitled to receive a final dividend of up to AUD 0.013 per share for the financial year ending December 31, 2019. The scheme provides for equity rollover by entities controlled by QMS Media Group Chief Executive Officer Barclay Nettlefold and QMS Media Australia Chief Executive Officer John O'Neill. These rollover shareholders, which together hold 15% of the total QMS Media shares are entitled to elect to receive all or some of their scheme consideration as scrip consideration rather than cash consideration, who will wish to roll over the shares in the holding company. In the event of termination, a break fee of AUD 4.2 million may be payable by QMS to Quadrant.

The scheme is subject to certain conditions, including approval from QMS Media shareholders, the Australian Foreign Investment Review Board (FIRB), the Federal Court of Australia, ASIC, ASX, and the New Zealand Overseas Investment Office (OIO). The scheme is not subject to financing or due diligence. QMS Media's Board of Directors unanimously recommend that QMS Media shareholders vote in favour of the scheme, in the absence of a superior proposal and subject to an Independent Expert concluding and continuing to conclude that the scheme is in the best interests of QMS Media shareholders. As on January 30, 2020, New Zealand Overseas Investment Office approved the transaction and all the condition precedent to the Scheme in clause 3.1(a) of the scheme implementation deed dated October 29, 2019, has been satisfied. As of February 6, 2020, the transaction was approved by the shareholders of QMS Media Limited. As of February 10, 2020, the transaction was approved by the Federal Court of Australia. On December 13, 2019, QMS Media Limited issued scheme booklet. The scheme meeting is scheduled on February 6, 2020. The Federal Court has approved to convene the scheme meeting. The scheme will be effective on February 11, 2020. As of February 11, 2020, the scheme become effective. The scheme is expected to be implemented in the first quarter of calendar year 2020. As of December 13, 2019, scheme will be implemented on February 21, 2020. Jonathon Pearce of Gilbert + Tobin, Jefferies Australia and Nomura acted as financial advisors to Quadrant Private Equity. CLSA acted as financial advisor and Peter Monk of Lander & Rogers acted as legal advisor to QMS Media. Computershare Investor Services Pty Limited acted as registrar to QMS Media Limited.

Quadrant Private Equity Pty Limited completed the acquisition of QMS Media Limited (ASX:QMS) from Barctin Superannuation Fund, Barclay Nettlefold Family Trust, John O'Neill, Sand Grove Opportunities Master Fund Ltd and Sand Grove Tactical Fund LP of Sand Grove Capital Management LLP and others on February 21, 2020. The consideration for the shares for QMS Media under the scheme has been satisfied today by payment of the cash consideration of AUD 1.22 per share to each shareholder entitled to receive the cash consideration and issue of the scrip consideration to each rollover shareholder entitled to receive the scrip consideration. As of February 24, 2020, all the Directors of QMS prior to the implementation of the scheme, other than Barclay Nettlefold, have resigned as directors and nominees of Quadrant Private have been appointed as new Directors. As of February 24, 2020, QMS Media has been delisted.