Results of Scheme Meetings and Special Dividend
1300 Smiles Limited (ASX: ONT) (1300 Smiles) is pleased to announce that 1300 Smiles shareholders have
today approved the scheme of arrangement under which Adams Aus BidCo Pty Limited will acquire
approximately 84% of the shares in 1300 Smiles, by way of a scheme of arrangement (Scheme).
Results Scheme Meetings
The resolutions to approve the Scheme, as set out in the Notices of Meeting attached to the Scheme Booklet
dated 12 October 2021, were approved by the requisite majorities of 1300 Smiles shareholders at the General
Scheme Meeting (for all 1300 Smiles shareholders other than the Founder Shareholders) and the Founder
Scheme Meeting.
The voting results of both Scheme Meetings are attached to this announcement.
Special Dividend
The 1300 Smiles directors have today determined to pay a fully franked special dividend of $1.00 for each 1300
Smiles share held by a 1300 Smiles shareholder as at the record date for the special dividend, being 7.00pm
(Sydney time) on Friday, 19 November 2021, subject to the Scheme becoming legally effective. Payment of the
special dividend is currently expected to occur on Friday, 26 November 2021.
Next steps
1300 Smiles will now apply to the Federal Court of Australia (Court) for orders approving the Scheme at the
hearing scheduled for Wednesday, 17 November 2021.
If the Court approves the Scheme, 1300 Smiles intends to lodge a copy of the order of the Court with the
Australian Securities and Investments Commission on Thursday, 18 November 2021. Once this occurs, the
Scheme will become legally effective and 1300 Smiles shares will be suspended from trading on the ASX with
effect from the close of trading on Thursday, 18 November 2021.
The key dates for implementation of the Scheme and payment of the special dividend are set out below*:
Event Date
Second Court Date Wednesday, 17 November 2021
Effective Date
The date on which Court orders will be lodged with ASIC (at which
point the Scheme becomes Effective) and announced to ASX
Last day of trading in 1300 Smiles shares – 1300 Smiles shares will be
suspended from close of trading
Thursday, 18 November 2021
Special Dividend Record Date Friday, 19 November 2021
Scheme Record Date
All 1300 Smiles shareholders on the Scheme Record Date will be
entitled to receive the Scheme Consideration
Wednesday, 24 November 2021
Special Dividend Payment Date Friday, 26 November 2021
Implementation Date
Provision of Scheme consideration
Wednesday, 1 December 2021
All dates are indicative only and, among other things, are subject to approvals from the Court and other scheme conditions
having been satisfied or waived. ONT reserves the right to vary the dates set out above. Any changes to the above
timetable will be announced on ASX.
ATO Class Ruling
1300 Smiles has applied for an ATO Class Ruling to confirm the key taxation implications of the Scheme, the
availability of franking credits attaching to the Special Dividend and whether the Special Dividend forms part of
the capital proceeds under the Scheme. The ATO has not issued the Class Ruling as at the date of this Scheme
Meeting. 1300 Smiles will make an announcement if the Class Ruling is published either on ASX or, if 1300
Smiles is no longer listed at that time, on its website.
This announcement is authorised for release to ASX by the Board.
DYOR
i hold ONT
am currently up 26% on this because i carefully averaged down in the dips
another ' kicked out onto the sidewalk with a handful of cash '