Capgemini Australia Pty Limited entered into scheme implementation deed to acquire RXP Services Limited (ASX:RXP) for AUD 95.2 million from Ross Fielding and others on November 10, 2020. Under the deed, Capgemini Australia Pty Limited will acquire shares at AUD 0.55 per share. The RXP Board may declare and pay a Special Dividend of up to AUD 0.05 per RXP share in which case the cash consideration of AUD 0.55 per RXP share will be reduced by the cash amount of the special dividend. As per filing dated March 26, 2021 all RXP shareholders were paid a special dividend of $0.05 cash per RXP share on March 18, 2021, therefore the cash consideration was reduced to AUD 0.5 per RXP share. The transaction will be funded through existing cash reserves. Post completion, Capgemini Australia Pty Limited will become wholly owned subsidiary of Capgemini Australia Pty Limited. The scheme implementation deed also contains certain circumstances under which RXP may be required to pay a break fee to Capgemini Australia Pty Limited of AUD 0.95 million. The Scheme has provided for a Special Dividend record date being March 11, 2021 and a payment date of March 18, 2021.Ernst & Young Global Limited acted as Due Diligence Provider to Capgemini Australia Pty Limited .

The scheme is conditional on obtaining necessary regulatory approvals including the approval of the Foreign Investment Review Board, approval of RXP shareholders and court approval as well as the independent expert concluding that the Scheme is in the best interests of RXP shareholders. Further conditions include no material adverse change, prescribed occurrence, regulated event or breach of RXP warranty, RXP not exceeding a maximum net debt threshold, RXP obtaining certain counter-party consents to the change of control as a result of the Scheme and specific other material contracts not being terminated by the relevant counter-parties prior to implementation of the Scheme, RXP maintaining key management during the period leading up to implementation, Employee Retention, Key Manager Retention, Non-Solicitation and Non-Compete and other customary conditions. In addition, the SID contains certain customary exclusivity provisions, including no shop restrictions, no talk restrictions, a notification obligation and a matching right. The Board of Directors of RXP Services Limited unanimously recommended its shareholders to vote in favor of the transaction in the absence of superior proposal and subject to the independent expert concluding in the independent expert's report that the Scheme is in the best interests of RXP shareholders. The declaration and payment of the Special Dividend is subject to a number of conditions including the Scheme becoming effective and RXP receiving a favorable draft class ruling from the Australian Tax Office. Shareholders will then have the opportunity to vote on the Scheme at a court convened shareholder meeting, scheduled to be held on February 23, 2021. As of January 29, 2021, the transaction was approved by the Federal Court of Australia. Scheme will be effective on February 19, 2021 and schedule to implement by March 19, 2021. At the Second Court Hearing, the Court will consider whether to approve the Scheme following the vote at the Scheme Meeting. Any RXP Shareholder may appear at the Second Court Hearing, currently expected to be held on March 4, 2021. The FIRB Approval condition has been waived, following legislative changes which came into effect on January 1, 2021. On March 2, 2021, The shareholders of RXP service approved the transaction. On March 5, 2021, the securities of RXP Services Limited will be suspended with Listing Rule 17.2, following lodgement of the Federal Court of Australia orders with the Australian Securities and Investments Commission approving the scheme of arrangement. The Scheme will be effective on March 5, 2021 with the implementation set for March 26, 2021.

Findex Corporate Finance (Aust) Ltd acted as financial advisor with Steven Casper of SBA Law as legal advisers to RXP Services Limited. Luminis Partners Pty Ltd acted as financial adviser and Tony Damian and Nicole Pedler of Herbert Smith Freehills acted as legal adviser to Capgemini Australia Pty Limited. Computershare Investor Services Pty Ltd. acted as registrar for RXP. Lonergan Edwards & Associates Limited acted as fairness opinion provider to RXP Services. Pitcher Partners acted as auditor to RXP.

Capgemini Australia Pty Limited completed the acquisition of RXP Services Limited (ASX:RXP) from Ross Fielding and others on March 26, 2021.