Landmark Operations Limited entered into scheme implementation deed to acquire Ruralco Holdings Limited (ASX:RHL) from Perpetual Investments Management Limited, Investors Mutual Limited, Regal Funds Management Pty Limited, UBS Group AG (SWX:UBSG) and others for approximately AUD 470 million on February 26, 2019. Under the deed, takeover will be conducted via scheme of arrangement and Landmark shall pay AUD 4.40 per share. Landmark intends to fund the transaction from the funds available by related bodies corporate of Landmark. As at March 31, 2019, Nutrien Ltd. (TSX:NTR), parent of Landmark Operations Limited, had cash and cash equivalents of approximately AUD 525 million and remaining available credit facilities of approximately AUD 5.5 billion. The Ruralco Board expects to declare and pay a fully franked special dividend of up to AUD 0.9 per share in cash on or shortly before the implementation of the scheme (special dividend). The scheme consideration will be reduced by the amount of any such special dividend. The Directors of Ruralco also intend to declare and pay a fully franked financial year 2019 interim dividend (interim dividend) of up to AUD 0.1 per share. The scheme consideration will not be reduced by the amount of any such interim dividend. The transaction will be terminated if either party fails to fulfill the obligations as agreed between the parties as per terms of the dead. In case of termination due to Landmark, Ruralco will be entitled to receive break-fee of AUD 4.7 million from Nutrien and vice-a-versa. The deed involves no-shop provisions.

As part scheme of arrangement, Managing Director Travis Dillon will be entitled to a cash payment under an incentive plan as well as a retention bonus. From the implementation date, those persons nominated by Landmark are appointed to the Ruralco Board and the boards of other members of the Ruralco Group, provided that such persons sign consents to act as a Director of the relevant member of the Ruralco Group, such consents to act are provided to Ruralco before the implementation date and those Directors of Ruralco and Directors of other members of the Ruralco Group, as nominated by Landmark before the implementation date, resign as a Director of the relevant member of the Ruralco Group unconditionally.

The implementation of the scheme is subject to a number of conditions, including approval by Ruralco shareholders, the court, the Australian Consumer & Competition Commission, and Foreign Investment Review Board, there being no material adverse change, regulatory approvals from Australian Stock Exchange and Australian Securities and Investments Commission, regulated event or prescribed occurrence, and an independent expert's report concluding that the scheme is in the best interests of Ruralco shareholders. The Board of Directors of Ruralco Holdings Limited unanimously recommend that Ruralco shareholders vote in favor of the scheme, in the absence of a superior proposal and subject to an independent expert's report concluding that the scheme is in the best interests of Ruralco shareholders. As of June 5, 2019, Federal Court of Australia has approved scheme booklet. Scheme booklet will send to Ruralco shareholders on or about June 11, 2019 and scheme meeting will be held on July 17, 2019. As per the update on July 29, 2019, Australian Competition and Consumer Commission's final decision regarding the transaction will be announced on August 15, 2019. As of August 22, 2019, scheme meeting will be held on September 6, 2019. Ruralco Board unanimously recommends the transaction to the shareholders, in the absence of a superior proposal. As of June 13, 2019, Australian Completion and Consumer Commission has indicated that it will announce its decision regarding the transaction on August 15, 2019. As of August 7, 2019, Australian Completion and Consumer Commission has indicated that it will announce its decision regarding the transaction on August 22, 2019. As of August 21, 2019, the transaction has been approved by Australian Completion and Consumer Commission. As of August 27, 2019, Foreign Investment Review Board has approved the transaction. Transaction was approved by shareholders of Ruralco on September 6, 2019. As on September 12, 2019, the transaction has been approved by Federal Court of Australia. As of September 13, 2019, the scheme has become effective and will be implemented on September 30, 2019. Ruralco will apply for termination of quotation of its shares on the ASX and its removal from the official list of the ASX. The scheme is expected to be implemented in the second half of 2019. As of May 10, 2019, transaction is expected to be concluded by August 2019. As per the update dated August 21, 2019, the transaction is expected to be completed by September 30, 2019. This transaction is anticipated to be immediately accretive to Landmark.

Gresham Advisory Partners Limited acted as financial advisor to Ruralco Holdings Limited while Wes Bainbridge, Andrea Bennett, Colleen Platford, Alexandra Whitby, Alice Pailthorpe, Mitchell Bennett, Costas Condoleon and Kevin Ko of Gilbert + Tobin and Sar Katdare and Aldo Nicotra of Johnson Winter & Slattery acted as legal advisors to Ruralco Holdings Limited. UBS AG, Australia Branch acted as financial advisor to Landmark Operations Limited. Computershare Investor Services Pty Limited acted proxy agent to Ruralco Holdings and Grant Thornton Corporate Finance Pty Limited acted as independent expert for the fairness of the transaction. Alyssa Phillips, Roanize Kruger and Ben Hartsuyker of Ashurst Australia and Brian Facey and Kevin Macdonald of Blake, Cassels & Graydon LLP acted as legal advisors to Landmark Operations Limited. Michael N. Kandev and Marc André Gaudreau Duval of Davies Ward Phillips & Vineberg LLP acted as legal advisor to Nutrien Ltd.

Landmark Operations Limited completed the acquisition of Ruralco Holdings Limited (ASX:RHL) from Perpetual Investments Management Limited, Investors Mutual Limited, Regal Funds Management Pty Limited, UBS Group AG (SWX:UBSG) and others on September 30, 2019. Landmark Operations Limited and Ruralco Holdings Limited will unite to form Nutrien Ag Solutions.