Overview

This webpage has been created to provide important information to United Malt Shareholders about the proposed acquisition by Malteries Soufflet of all United Malt Shares. The information appearing on this webpage should be read in conjunction with the scheme booklet prepared by United Malt in respect of the Scheme (Scheme Booklet), which provides information about the Scheme and includes the Notice of Scheme Meeting.¹

On 3 July 2023, United Malt announced to the ASX that it had entered into the Scheme Implementation Deed, under which Malteries Soufflet has agreed to acquire all of the United Malt Shares by way of the Scheme for Scheme Consideration of $5.00 in cash per United Malt Share if the Scheme becomes Effective.²

In order for the Scheme to proceed, it must be approved by the Requisite Majorities of United Malt Shareholders at the Scheme Meeting, and then by the Court.  Implementation of the Scheme is also subject to the satisfaction of certain Conditions Precedent relating to the receipt of required regulatory approvals and clearances (see Section 11.10 of the Scheme Booklet for more information about these regulatory approvals and clearances and the status of the relevant Conditions Precedent) and the satisfaction or, if applicable, waiver of certain other Conditions Precedent, which are described in Section 6.3 of the Scheme Booklet.

United Malt Shareholders should read the Scheme Booklet carefully and, in its entirety, as it will assist United Malt Shareholders in making an informed decision on how to vote on the Scheme Resolution. United Malt Shareholders are encouraged to seek independent financial, legal and taxation advice before making any investment decision in relation to their United Malt Shares.

Independent Expert’s conclusion

United Malt appointed Kroll as the Independent Expert to assess the merits of the Scheme.  The Independent Expert has concluded that the Scheme is in the best interests of United Malt Shareholders, in the absence of a superior proposal. In arriving at this opinion, the Independent Expert has assessed the Scheme to be fair and reasonable.

The Independent Expert has assessed the value of United Malt Shares (on a 100% controlling interest basis) to be in the range of $4.28 and $5.17 per United Malt Share.  The Scheme Consideration of $5.00 per United Malt Share is within this range.

A complete copy of the Independent Expert’s Report is attached to the Scheme Booklet. United Malt Shareholders are encouraged to read the Independent Expert’s Report in its entirety.

United Malt Directors’ recommendation

The United Malt Directors unanimously recommend that United Malt Shareholders vote IN FAVOUR of the Scheme Resolution at the Scheme Meeting, in the absence of a Superior Proposal and subject to the Independent Expert continuing to conclude that the Scheme is in the best interests of United Malt Shareholders. Subject to the same qualifications, each United Malt Director who holds United Malt Shares intends to vote, or cause to be voted, all United Malt Shares that he or she holds or Controls in favour of the Scheme Resolution.

The key reasons for the United Malt Directors’ recommendation (together with possible reasons to vote against, and other matters that may be relevant to a United Malt Shareholder’s vote on, the Scheme) are set out in Section 4 of the Scheme Booklet. Certain risks related to holding United Malt Shares, and the Scheme, are also set out in Section 9 of the Scheme Booklet.

Scheme Meeting Information.³

Date: 

Thursday 12 October 2023

Time:

10.00am (Sydney time)

In person attendance:

Warrane Theatre, Level 1, Museum of Sydney, Corner of Philip and Bridge Streets, Sydney NSW 2000

Online attendance:

via the Online Scheme Meeting Platform at https://meetings.linkgroup.com/UMGSM23.Viewable on your smartphone, tablet or computer.

How to Vote at the Scheme Meeting

If you are a United Malt Shareholder entitled to vote at the Scheme Meeting, you may vote at the Scheme Meeting in any of the following ways:

• by attending the Scheme Meeting in person at Warrane Theatre, Level 1, Museum of Sydney, Corner of Phillip and Bridge Streets, Sydney NSW 2000;
• by attending the Scheme Meeting through the Online Scheme Meeting Platform (details of which are set out below); or
• by appointing a proxy, attorney or, if you are a body corporate, a duly appointed corporate representative to attend and vote at the Scheme Meeting on your behalf (whether in person or through the Online Scheme Meeting Platform).

Online Scheme Meeting Platform

• United Malt Shareholders will be able to attend and vote at the Scheme Meeting through an online platform by using a web browser at https://meetings.linkgroup.com/UMGSM23, on their smartphone, tablet or computer.
• To access the Online Scheme Meeting Platform, United Malt Shareholders will need their Shareholder Reference Number (SRN) or Holder Identification Number (HIN) (which is shown on the front of their holding statement or Scheme Meeting Proxy Form), and their postcode (or country code, if outside Australia).
• The United Malt Share Registry will email proxyholders their login details 24 hours before the Scheme Meeting. Attorneys and corporate representatives can log in to the Online Scheme Meeting Platform using the SRN/HIN of the United Malt Shareholder that appointed them.

The Scheme Meeting Online Guide

The Scheme Meeting Online Guide contains further details about the Online Scheme Meeting Platform.

The Scheme Meeting Online Guide provides details about how to ensure that your browser is compatible with the Online Scheme Meeting Platform, as well as a step-by-step guide to successfully log in and navigate the Online Scheme Meeting Platform.

The Online Scheme Meeting Platform will allow United Malt Shareholders and their duly appointed proxies, attorneys and corporate representatives to listen to the Scheme Meeting, cast an online vote and ask questions online.  Online voting will be open between the start of the Scheme Meeting and the closing of voting as announced by the Chairman during the Scheme Meeting. If you attend the Scheme Meeting through the Online Scheme Meeting Platform and vote in your capacity as a United Malt Shareholder, any votes cast by your proxy or attorney (if any) will not be counted.

Lodging the Scheme Meeting Proxy Form

United Malt has provided United Malt Shareholders the option of appointing a proxy online. To appoint a proxy online, please click on the link below follow the instructions.

1. Go to investorcentre.linkmarketservices.com.au.
2. Enter the Issuer Name UMG – United Malt Group Limited.
3. Enter your SRN/HIN.
4. Enter the postcode (Australian address) or country code (overseas address) relevant to each share holding.
5. Type the security code, tick the terms & conditions box and then click Login
6. Select “Voting” and follow the prompts to download the Scheme Booklet, lodge a proxy vote or lodge a question for the Scheme Meeting.

Further information about how you may vote by proxy and lodge a Scheme Meeting Proxy Form (including other methods of lodgement) is contained in the Notice of Scheme Meeting set out in Attachment D to the Scheme Booklet and on the Scheme Meeting Proxy Form.

Contact Us

United Malt Group’s Share Registry – Link Mark Services:

For all enquiries regarding the number of United Malt Shares held, any additional queries on how to vote at the Scheme Meeting, or how to vote by proxy, please contact Link Market service either by:

Phone:  1300 554 474 (within Australia) or +61 1300 554 474, Monday to Friday, between 8:30am and 5:00pm (Sydney time);

Email:  [email protected]

Fax: +61 2 9287 0309

Further Information

ASX Announcements

United Malt ASX releases, including those related to the proposed Scheme, can be accessed https://www.unitedmalt.com/asx-announcements/

Scheme Booklet

A copy of the Scheme Booklet can be accessed here.

Frequently Asked Questions

Refer to the section 5 – Frequently Asked Questions (FAQ) of the Scheme Booklet for more information. United Malt Shareholders should read the Scheme Booklet carefully and in its entirety.

¹Capitalised terms used, but not defined, in this webpage have the same meaning as set out in the Glossary in Section 12 of the Scheme Booklet, unless the context requires otherwise.

²The Scheme Consideration will be reduced by the cash amount per United Malt Share of any cash dividend(s) or other cash distribution(s) paid by United Malt (as permitted under the Scheme Implementation Deed) before the implementation of the Scheme (see Section 6.2(a) of the Scheme Booklet for more information).

³Full details of how to vote at the Scheme Meeting (including through the Online Scheme Meeting Paltform) are set out in Section 3 of the Scheme Booklet and the Scheme Meeting Online Guide at Attachment F of the Scheme Booklet.