on-market takeover bid $0.80 per share – affinity education · on-market takeover bid $0.80 per...

ASX Announcement G8 Education Limited (ASX:GEM)

G8 Education Limited ACN 123 828 553 159 Varsity Parade t. +61 7 5581 5300 [email protected] Varsity Lakes QLD 4227 f. +61 7 5581 5311 www.g8education.edu.au

3 August 2015

On-Market Takeover Bid $0.80 per Share – Affinity Education G8 Education Limited ACN 123 828 553 (G8 Education) has today announced an on-market takeover bid for all of the fully paid ordinary shares in Affinity Education Group Limited ACN 163 864 195 (Affinity Education) (Offer) which are not already held by G8 Education at a price of $0.80 per Affinity Education share.

Please find enclosed in accordance with item 3 of section 635(1) of the Corporations Act 2001 (Cth), a copy of G8 Education’s bidder statement in relation to the Offer (which will be lodged with the Australian Securities and Investments Commission and served on Affinity Education today).

ENDS Chris Scott Managing Director

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BIDDER’S STATEMENT – CASH OFFER

UNCONDITIONAL ON-MARKET CASH OFFER BYG8 EDUCATION LIMITED ACN 123 828 553 to purchase all of your fully paid ordinary shares in

AFFINITY EDUCATION GROUP LIMITED ACN 163 864 195 For $0.80 IN CASH per AFFINITY EDUCATION SHARE

THE OFFER PRICE IS FINAL AND WILL NOT BE INCREASED

G8 EDUCATION DIRECTORS UNANIMOUSLY RECOMMEND THAT YOU ACCEPT THIS OFFER

Please call 08 9389 8033 Monday to Friday between 8.00 am and 5.00 pm if you require assistance with your acceptance.

Canaccord Genuity (Australia) Limited ACN 075 071 466 will stand in the market from 3 August 2015. The Offer Period will commence officially on 18 August 2015 and will end on 28 September 2015, unless extended.

This is an important document and requires your immediate attention.

If you are in any doubt as to how to deal with it, you should consult your legal, financial or other professional adviser as soon as possible.

This is an important document and requires your immediate attention.

If you are in any doubt as to how to deal with it, you should consult your legal, financial or other professional adviser as soon as possible.

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TableImportant N

How to acce

Key Dates ...

Letter from t

1 Highligh

2 Freque

3 Reason

4 Profile

5 Profile

6 G8 Edu

7 Funding

8 Taxatio

9 Additio

10 Approv

11 Definiti

Schedule 1

Corporate D

e of Cotices ..........

pt ................

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the Chairpers

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ntly asked qu

ns to accept th

of G8 Educati

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cation’s inten

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on considerati

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val of Bidder’s

ions and inter

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uestions abou

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ED’S BIDDEFINITY EDUC

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ER’S STATECATION GR

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2 G8 EDUCASH O

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This BiddLimited AEducationEducatioout certaCorporat

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August 2015. h ASIC and ASXnor any of thethe contents

ke into tment objectivds. You may waxation advice

accept the Casares.

rtain forwardof current ements in thisld at the date

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n this Bidder’on has been py available infdently verifieddoes not, to td by law, maky, express or i

ness of this inf

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cerning Affinitnformation. Inires Affinity Edent to Affinity to this Bidder’al information

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3 G8 EDUCATION LIMITED’S BIDDER’S STATEMENT CASH OFFER FOR AFFINITY EDUCATION GROUP

How to accept

You may sell your Affinity Education Shares to G8 Education on-market by offering to sell some or all of your Affinity Education Shares on ASX at the Offer Price on and from the Announcement Date until the end of the Offer Period. Canaccord Genuity will stand in the market to acquire on behalf of G8 Education all Affinity Education Shares offered at the Offer Price during normal trading on ASX on and from the Announcement Date, as follows:

if you hold your Affinity Education Shares in an Issuer Sponsored Holding (your SRN starts with an “I”), to sell your Affinity Education Shares to G8 Education you must instruct any Broker, which may include Canaccord Genuity (where Canaccord Genuity is your existing Broker or you appoint Canaccord Genuity as your Broker), to initiate acceptance;

if you hold your Affinity Education Shares in a CHESS Holding (your HIN starts with an “X”), to sell your Affinity Education Shares to G8 Education you must instruct your Controlling Participant (for example, your Broker) to initiate acceptance; or

if you are a Broker or a Participant, to sell your Affinity Education Shares to G8 Education you must initiate acceptance in accordance with the requirements of the ASX Settlement Rules.

You are not required to complete a form to accept the Cash Offer.

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4 G8 EDUCASH O

Key

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ust 2015

ember 2015

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159 Varsit

Varsity Lak

PO Box 51

Lett3 August 2

Dear Affin

Cash Offer

On behalf on-marketOffer Price

a pre

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G8 Educatfrom all deShares. Fuon or aboureplaceme If you have08 938 803

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ity Education S

r to acquire yo

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emium of 48.1%

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Price of $0.80

Offer is made bd Genuity (G8 Eement is set out

ge you to read t

Offer may only er or through Gt on ASX will apOffer, you will b

tion also annouefeating conditurther, G8 Educut 18 August 20ent bidder’s sta

e any questions33 Monday to F

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tson on tion Limited

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ur Affinity Edu

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this Bidder’s Sta

be accepted byG8 Education’s bpply to G8 Educbe paid on a T+3

nced today thaions and the cocation has decla015 and run contement dated 3

s about the CasFriday 8.30 am

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at its offers undonsideration wiared the considncurrently to th3 August 2015.

sh Offer, pleaseto 5.00 pm.

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ay VWAP up to

hare is final an

nditional cash o on the date ofs Statement.

ore details abo

Affinity Educatioord Genuity. Tse of Affinity Edwithin 3 Trading

der the off-markll be increased

deration under he Cash Offer.

e contact your l

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EDUCATIONERS ST

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erson

we are pleasedn Shares (Cash presents:

on 2 July 2015

and including 2

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offer. Particulaf this Bidder’s St

ut the Cash Off

on Shares on mThe usual rules fducation Sharesg Days after the

ket bid announto 1 G8 Educatthe Scrip Offer For more infor

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; and

2 July 2015.

ncreased.

rs of the Cash Otatement. A co

fer and about G

arket. You can for settlement os on-market. The trade is execu

ced on 2 July 20tion Share for efinal1. The Scri

mation on the S

or other profess

asons set out in

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2 Frequently asked questions about the Cash Offer

Question Answer

What is the Cash Offer? G8 Education is making an on-market, unconditional cash offer to acquire your Affinity Education Shares at $0.80 cash per Affinity Education Share (Cash Offer).

The Offer Price of $0.80 cash per Affinity Education Share is final and will not be increased. If you accept the Cash Offer, you will be paid on a T+3 Basis (being within 3 Trading Days after the trade is executed).

How long is the Cash Offer open for?

The Cash Offer officially opens on 18 August 2015, however you can sell your Affinity Education Shares on-market to G8 Education immediately. Canaccord Genuity will stand in the market on behalf of G8 Education and receive all Affinity Education Shares offered to it at the Offer Price from the Announcement Date until 28 September 2015, the date the Cash Offer is scheduled to close (unless extended or withdrawn in accordance with the Corporations Act).

What are the conditions of the Cash Offer?

The Cash Offer is unconditional.

Do I have to pay any fees?

You are responsible for paying your Broker’s fees. You should ask your Broker or Controlling Participant (usually your Broker) whether it will charge any transaction fees or service charges in connection with acceptance of the Cash Offer.

What should I do? To accept the Cash Offer, you should: read this Bidder’s Statement in full; read Affinity Education’s Target’s Statement in full (when issued); consult your Broker, financial or other professional adviser if you are in any

doubt as to what action to take or how to accept the Offer; and accept the Cash Offer in the manner described in the section ‘How to Accept’ of

this Bidder’s Statement. If you have any queries about the Cash Offer, you may also call Advanced Share Registry Services on 08 9389 8033 on Monday to Friday between 8.30 am and 5.00 pm.

How do I accept the Cash Offer?

To accept the Cash Offer, you should follow the instructions set out in the section ‘How to Accept’ of this Bidder’s Statement.

If I accept the Cash Offer, when will I receive consideration for my Affinity Education Shares?

The usual rules for settlement of transactions which occur on-market on ASX will apply to G8 Education’s purchase of Affinity Education Shares on-market. This means that, if you accept the Cash Offer, you will be paid on a T+3 Basis (being within 3 Trading Days after your acceptance).

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8 G8 EDUCASH O

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August 2015.

will be paid tho acquire you

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t for certain ACash Offer is sce for your owetailed taxatioOffer.

8 Education Sh Scrip Offer.

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ore making

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3 Reasons to accept the Cash Offer

The Cash Offer represents an attractive premium to the trading price of Affinity Education Shares.

Accepting the Cash Offer enables you to realise cash consideration now for your Affinity Education Shares. You will be paid for your shares on a T+3 Basis.

There are risks in remaining a minority shareholder of Affinity Education.

No other proposal has emerged for your Affinity Education Shares at the date of this Bidder’s Statement.

Affinity Education’s share price may fall and liquidity may be reduced.

No stamp duty will apply.

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3

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10 G8 EDUCASH O

The Cash Affinity E

The Offer

‘AFJ Closannounce

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Accepting the Cash Offer enables you to realise cash consideration now for your Affinity Education Shares. You will be paid for your shares on a T+3 Basis.

Key attributes of the Cash Offer are:

an on-market bid, unconditional offer of $0.80 cash per Affinity Education Share (Offer Price);

the Cash Offer will be made during the period commencing on 18 August 2015 and ending on 28 September 2015, but you can sell your Affinity Education Shares on-market immediately; and

the Offer Price of $0.80 cash per Affinity Education Share is final and will not be increased.

By accepting the Cash Offer:

you will receive $0.80 cash for each Affinity Education Share purchased by Canaccord Genuity on behalf of G8 Education; and

you will be paid on a T+3 Basis (being within 3 Trading Days after the trade is executed).

The certainty of this cash consideration should be compared against the uncertainties of, and risks associated with, remaining an Affinity Education Shareholder.

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12 G8 EDUCASH O

G8 EducaAffinity Ethere is n

Any increG8 Educaare set ouWhile G8controllinattractiveEducationvalue of A

Thereforeminority

If G8 Edulikely tha

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ation already oducation’s lar

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of Affinity Edlder. The Cas

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ership interesntrol of Affinit

ar, G8 Educatio, at all times, representatio, the market mg to ASX to de

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ucation Sharesh Offer is free

st in Affinity Ety Education. on will seek bact in accorda

on gives risk tomay perceive elist Affinity E

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board represenance with theo a risk that Athat control tducation, this

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ation, or its aps liquid than it

ority shar

ate of this Biddeating conditio

rticularly a man’s intentions ntation on the

eir fiduciary duffinity Educattransactions as may have a m

ation Shareho

pplication to At has been his

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der’s Statemeons and in pa

aterial increas in these circue Affinity Eduuties, the presion is conside

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No other proposal has emerged for your Affinity Education Shares at the date of this Bidder’s Statement.

G8 Education’s current 19.89% shareholding in Affinity Education might make a competing proposal for Affinity Education less likely.

G8 Education currently owns 19.89% of Affinity Education Shares as at the date of this Bidder’s Statement and consequently is able to prevent any other bidder for Affinity Education from reaching the compulsory acquisition threshold under a takeover bid. In addition, G8 Education’s shareholding would also make it difficult for another party to acquire control through a scheme of arrangement without G8 Education’s support, although this is theoretically possible.

As a result of these factors, it is less likely that another proposal will emerge for your Affinity Education Shares.

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14 G8 EDUCASH O

If the Cas

As at the Affinity E

Since G8 EducationEducationreduced. compulsocause a fa

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date of this Bducation Shar

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rice of Affinity Ed


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on 31 July 2015,

price ma

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, the trading day

ay fall and

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on 3 July 2015open for accethe Scrip Offee sufficient acmay, for the r

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No stamp duty will apply.

Affinity Education shareholders will not have to pay stamp duty on the transfer of their Affinity Education Shares under the Cash Offer.

However, you may need to pay brokerage (and GST) to accept the Cash Offer. You are responsible for paying your Broker’s fees. You should ask your Broker or Controlling Participant (usually your Broker) whether it will charge any transaction fees or service charges in connection with acceptance of the Cash Offer.

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4.8 ACQUISITIONS

History

G8 Education has established a successful track record of acquiring and integrating centres. Its strategy is to acquire profitable centres in premium locations and integrate them into the corporate model. G8 Education focuses on a number of key operational metrics to drive performance. Efficiencies include achieving cost synergies in back-office management and leveraging the education curriculum.

Acquisition Criteria

G8 Education has a comprehensive methodology to identify childcare centres which may be suitable for its portfolio. G8 Education applies strict selection criteria and the current portfolio has been structured in geographical clusters that enable cost efficient regional management practices. G8 Education assesses each centre based on the sustainability of the EBIT which is a function of the location, daily fees, occupancy, centre physical structure and lease tenure.

G8 Education focuses on identifying childcare centre brands within socio-economic areas which have the potential to increase placements and which are able to be acquired on terms based on a multiple of centre EBIT as determined by G8 Education.

Management is attracted to centres with the following characteristics:

A catchment area supported by a large population with limited external competition; and • close to existing G8 Education centres to leverage operational efficiencies from local managers

and pricing structures • EBIT sustainability driven by licensed places and historical occupancy, reasonable lease terms

and growing fees.

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4.9 DT

CATION LIMOFFER FOR

DIRECTORSThe Directors


S AND SENIOand Senior M


OR MANAGManagement o

Jennifer H

Jenny HuChairperscorporateexperiencacquisitiochairpersand a direcentenary

Christoph

Chris Scoincludingwith first Universitywhere healso the fintegratereached aand strat

Brian Bai

Brian Baiand operAfrica anLimited (SInvestmeLimited wby G8 Edu

Susan Fo

Susan Forportfolio legal manorganisatAustraliaNational strategy padvice tostrategy i

ATEMENT N GROUP

GEMENT of G8 Educatio

Hutson B.Com

utson is an inveson of G8 Edue adviser and ce in advising ons, finance ason of S8, Harrector of the Rry committee f

her Scott B.Ec

tt has over 25g seven years it class honors ty Medal. He he was involvedfounder and med travel compa market capitegic skills are

ilison B.Com.,

ilison has overrations from sed Australia, inSouth Africa’s

ent Group (divwhich operateucation.

orrester BA, LL

rrester is an ecareer. She h

nagement exptions. She is cu

a Limited and iValuers and Npractice of Bo

o listed and unissues.

on are set out

m, LLB, FAIM –

estment bankucation for ove

company direlisted compannd corporate vey World Tra

Royal Childrenfor Surf Life Sa

con (Hons) – M

5 years experiein the childcarin Economics.has spent ove

d in a number managing direpany that maditalisation of $

e critical to the

, B.Acc (Cum L

r 20 years’ expenior roles in ncluding senios largest bankversified invest

d 59 childcare

LB (Hons), EM

experienced coas a significanperience gaineurrently a direis the chairperNational Veteroard Matters Pnlisted boards

below:

– Chairperson

ker and fund mer five years. Sector. She hasnies on capitagovernance is

avel and Trave’s Hospital Fouaving Australi

Managing Dire

ence in seniorre and educat He was awa

er 30 years in bof successful

ector of ASX lisde 36 acquisit$700 million. He operation of

Laude), ACA –

perience in finlisted and unl

or positions at-assurance butment Group) e centres prior

MBA, FAICD –

ompany directnt blend of comed across pubector of Unitinrson of Oncorerinary Care LtPty Ltd, whereon board gov

n

manager and hShe is an expes over 20 year

al raisings, messues. She waelscene Ameriundation andia.

rector

r managemention sector. Harded the DM business in Sinbusinesses. Csted S8 whichtions over fiveHis operationaf G8 Education

– Non-Executi

nance, corporalisted businesst Rand Merchausiness), the Iv and Payce Cor to them bein

Non-Executiv

tor with a divemmercial, fina

blic and privatengCare Qld, Hre Group Holdtd. She also lee she providesvernance, exec

has been the erienced rs ergers and as previously ican Express

d the

t positions e graduated Myers

ngapore Chris was

was an e years and al analytical n.

ive Director

ate finance ses in South ant Bank vany onsolidated ng acquired

ve Director

erse ancial and e ealthdirect ings, Propell

eads the s expert cutive and

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Matthew Reynolds BSc (Hons), LLB (Hons), MQLS - Non-Executive Director

Matthew Reynolds is currently a partner at HWL Ebsworth Lawyers and has experience in capital markets, ASX listings, private equity and mergers and acquisitions. He specialises in providing tailored legal and strategic advice in a highly regulated and technical market and has advised on a large number of complex capital market and merger and acquisition projects. His key clients are primarily in the energy and resources, technology and infrastructure sectors throughout Australia and Asia. Matthew was previously a Director of G8 Education Limited from 2011 to 2013. He holds a Bachelor of Political Science and Economics (Honours) and a Bachelor of Laws (Honours) and is a member of the Company Law Committee of the Queensland Law Society.

Jason Roberts BArt, CFA - Chief Executive Officer

Jason Roberts is Chief Executive Officer of G8 Education. Jason has significant business, financial and capital markets experience as well as valuable international experience having worked in Hong Kong, London and Singapore. He was CEO of G8 Education’s Singapore business prior to his appointment as CEO in Australia. He is a CFA Charter holder and has a Bachelor of Arts (Honors).

Chris Sacre BBus, CA, SA Fin, GDipApp Fin (FINSIA) - Chief Financial Officer/Company Secretary

Chris Sacre has been involved with G8 Education since its inception as Early Learning Services Limited 8 years ago. Chris was appointed as the G8 Education’s Chief Financial Officer in May 2008. He is responsible for financial management including reporting, forecasting (short term and long term growth) and centre acquisitions. Being Chartered Accountant qualified, Chris provides invaluable experience and skills from a business and financial perspective.

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4.12 G8 EDUCATION DEBT PROFILE G8 Education varied its existing finance arrangement with Bankwest on 31 July 2015. G8 Education now has $50 million undrawn and available for the purpose of refinancing Affinity Education’s existing debt arrangements with the Commonwealth Bank of Australia.

G8 Education has raised debt through the issue of unsecured notes. The key commercial terms are summarised as follows:

DEBT3 MATURITY DATE COUPON

$70 million 7 August 2019 7.65% pa (fixed)

$50 million 3 March 2018 BBSW + 3.90 % pa (variable)

SGD $175 million 19 May 2017 4.75% pa (fixed)

SGD $85 million 19 May 2017 4.75% pa (fixed)

SGD $155 million 2 August 2016 3.5% pa (fixed)

Proceeds from the placement of SGD$155 million of unlisted unsecured notes issued on 31 July 2015 with a maturity date of 2 August 2016 will be used to fund the Cash Offer. Details of the unsecured notes issued are set out in G8 Education’s ASX Announcement on 3 August 2015.

G8 Education has issued unsecured notes in both Australia and in Singapore. The Board is of the view that at the relevant maturity dates the unsecured notes issued prior to 31 July 2015 will be refinanced in the same currency as they have been issued, meaning the Australian issued unsecured notes will be refinanced in Australian dollars and the Singapore issued unsecured notes will be refinanced in Singapore dollars. The Board has consequentially determined not to hedge G8 Education’s currency position as any translation adjustment for accounting purposes is a non cash item, and accordingly does not impact G8 Education’s operating performance.

The funds from the issue of SGD$155 million on 31 July 2105 have been converted into Australian dollars. G8 Education intends to hedge the funds raised in this tranche for an initial period of 4 months.

4.13 G8 EDUCATION’S SUBSTANTIAL HOLDERS Based on material lodged with ASX as at the day before this Bidder’s Statement, each of the following persons has identified itself as having a substantial holding in G8 Education:

G8 EDUCATION SHAREHOLDER NUMBER PERCENTAGE

UBS Group AG 31,891,193 8.67%

Greencape Capital Pty Ltd 23,107,441 6.28%

National Australia Bank Limited 22,980,087 6.25%

Challenger Limited 22,174,168 6.03%

3 The relevant terms of issue of the unsecured note are set out in the issuance documents released to the market on 3 March 2014, 5 May

2014 and 7 August 2014.

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4.14 PGdiw

4.15 FFw

CATION LIMOFFER FOR

PUBLICLY AG8 Education disclosure reqinformation owww.asx.com

FURTHER INFurther informwww.g8educa


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quirements ofon G8 Educatiom.au.

NFORMATIOmation about ation.edu.au.


INFORMATy listed on ASXf the Listing Ruon is publicly a

ON G8 Education

ATEMENT N GROUP

TION X (ASX:GEM) aules and the Cavailable and

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5 Profile of Affinity Education

5.1 DISCLAIMER The following information on Affinity Education has been prepared by G8 Education using publicly available information, and has not been independently verified. Accordingly, to the extent permitted by law G8 Education does not make any representation or warranty, express or implied, as to the accuracy or completeness of this information.

The information on Affinity Education in this Bidder’s Statement should not be considered comprehensive.

In addition, the Corporations Act requires Affinity Education to provide a Target’s Statement to Affinity Education Shareholders in response to this Bidder’s Statement, setting out certain material information concerning Affinity Education.

5.2 OVERVIEW Affinity Education Group Limited (ASX: AFJ) listed on the ASX on 9 December 2013. Incorporated in May 2013, Affinity Education owns and operates 161 education and childcare centres centres across Queensland, New South Wales, Victoria, Western Australia and the Northern Territory.

5.3 BUSINESS OPERATIONS Affinity Education is a for profit provider of education and childcare in Australia with 161 owned and operated centres and a daily licence capacity of approximately 12,000 children.

Affinity Education operates a tiered management structure.

At the corporate level, the business is responsible for providing centralised management of shared services, as well as operational and executive support. Responsibility for the day to day running of individual centres is delegated to each centre director and support staff, who are overseen at a regional level by area managers reporting to Affinity Education management.4

4 Affinity Education, Prospectus, 12 November 2013, page 10

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CATION LIMOFFER FOR

LOCATIONSAffinity Educaacross Austrabelow:5

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ducation, Market ducation, 2014 Re


S OF CHILDCation has a geolia, with a bal

ons have a higannum.

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gher weighting

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ATEMENT N GROUP

EDUCATIONdiversified porn metropolita

g towards are

and is targeti

2015, page 2 uary 2015, page 1

N CENTRESrtfolio of 161 n and non-me

eas with house

ng a reweight

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owned and opetropolitan lo

ehold incomes

ting to Sydney

perated centrcations as dep

s which are le

y and Melbou

res located picted

ess than

rne.6

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5.5 AFFINITY EDUCATION BRAND PORTFOLIO Affinity Education operates a diversified brand strategy to leverage existing community value and mitigate risk.

The table below illustrates the centre brands in the Affinity Education Portfolio as at 27 February 2015.7

5.6 OCCUPANCY RATES Affinity Education’s occupancy is currently 77%, with weekly growth forecast between 0.4% and 0.6%.8

Affinity Education has forecast that occupancy is expected to peak in the mid to high eighties around November and December 2015.

By comparison, Affinity Education occupancy for 2014 was 80%.9

Affinity Education’s stated occupancy plan is to:10

Focus on attracting new families to Affinity Education centres: o Bespoke marketing campaigns tailored to the specific region, including community

involvement; o Investment in staff to enhance educational programs and attract improved local support

Focus on upselling to existing Affinity Education existing families: o Creating awareness of the development and socialisation benefits of children attending our

programs; o Informing families of existing government subsidies and assisting them to maximise their

usage.

7 Affinity Education 2014 Results Presentation, ASX, 27 February 2015, page 15 8 Affinity Education, Investor Update, ASX, 7 July 2015 9 Affinity Education, 2014 Results Presentation, ASX, 27 February 2015, page 16 10 Affinity Education, Investor Update, ASX, 7 July 2015

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DIRECTORSStuart James

Stuart James Managing DirColonial Statefrom January

Justin Michae

Justin Laboo wcompany, betDirector of Fopreviously he

Stephanie Da

Stephanie Davdecades expeand governanchairs the firmBest Lawyer M

Jeffrey Forbes

Jeffrey Forbesand acquisitioFinance of Caand the growtsignificant bacexecutive direnumber of ma

ducation, Prospe


ation’s busineugh the integ

ation’s strateg

growth incluising a large pered and disci

S AND SENIOBA (Hons) – C

is an experienector of Austr

e Bank. Stuart 2002 to Nove

el Laboo BSc,

was an executtween Novemorest Place Grold chairman a

veson BA, LLB

veson is a parrience advisin

nce. Stephaniem’s China CouMergers and A

s BComm, GA

s has 35 yearsons experiencerdno Ltd fromth of Cardno Lckground in pector and chieajor companie

ectus, ASX, 12 Nov


ess strategy ration of both

gy is to grow it

uding improvortfolio of cenplined acquis

OR MANAGChairman, Ind

nced executiveralian Financiaalso held an e

ember 2005.

LLB, MBA – C

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Gabriel Giufre – Chief Operating Officer and Executive Director

Gabriel Giufre as Managing Director of Eternal Echoes (non-listed childcare business), has 14 years experience in the childcare sector having been responsible for the operation of that business since 2005. Gabriel has extensive knowledge of all operational and performance requirements in delivering childcare services.

Paul Cochrane – Chief Financial Officer and Company Secretary

Paul Cochrane is the Chief Financial Officer and Company Secretary of Affinity Education. Paul has over 25 years of financial and commercial experience in listed companies, most recently as chief financial officer and company secretary at Devine Limited, a position he held since 2009. Prior to this, he worked at FKP Limited and spent seven years with Lend Lease in the role of Project Director and Commercial Operations Manager. He commenced his career with 9 years at PriceWaterhousecoopers in Brisbane, Hong Kong and London. Paul is a member of the Institute of Chartered Accountants and Institute of Company Directors.

5.9 FINANCIAL PROFILE OF AFFINITY EDUCATION

Affinity Education released its full consolidated financial accounts for the financial period ending 31 December 2014 on 27 February 2015. An electronic copy of this report can be obtained from Affinity Education’s website http://www.affinityeducation.com.au/ or from ASX.

5.10 AFFINITY EDUCATION CAPITAL STRUCTURE

G8 Education’s Offer is to acquire all of the issued Affinity Education Shares and any Affinity Education Shares issued during the Offer Period as a result of the exercise of Affinity Education Rights.

At the date of this Bidder’s Statement, there are:

o 231,451,639 Affinity Education Shares on issue; and

o 1,327,141 Affinity Education Rights.

5.11 AFFINITY EDUCATION RIGHTS The Affinity Education Rights were granted to certain executive directors and senior managers on 12 May 2015 in accordance with Affinity Education’s long term equity incentive plan (Equity Incentive Plan).

The terms of the Equity Incentive Plan were summarised in Affinity Education’s 2014 notice of annual general meeting and were approved by Affinity Education Shareholders for the purposes Listing Rule 7.2 Exception 9 at the meeting on 17 April 2015.

In accordance with the Equity Incentive Plan each Affinity Education Right is subject to certain vesting conditions, performance conditions and may be subject to disposal restrictions. On satisfaction of the performance and vesting conditions each Affinity Education Right will convert into 1 Affinity Education Share.

As advised by Affinity Education on 12 May 2015 for the Affinity Education Rights issued in 2015, earnings per share growth and relative total shareholder return were selected as the appropriate benchmarks. The performance measurement period ends 31 December 2017.

The benchmarks achieved will be determined by the Affinity Education Board in early 2018 following the release of Affinity Education’s financial results for the year ended 31 December 2017.

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5.16 RECENT TRADING IN AFFINITY EDUCATION SHARES Affinity Education Shares are quoted on the ASX. Set out below is a table showing recent trading prices of Affinity Education Shares on the ASX:

Comparative trading period of Affinity Education Shares Price

Highest trading price in the 4 month period to the date of this Bidder’s Statement was lodged with ASIC

$1.15

Lowest trading price in the 4 month period to the date of this Bidder’s Statement was lodged with ASIC

$0.49

Closing trading price on the last trading day prior to G8 Education’s announcement of its intention make the Offer, being 2 July 2015

$0.54

Closing price of Affinity Education Shares on 29 July 2015 being the day before the date this Bidder’s Statement was lodged with ASIC, being 31 July 2015

$0.74

5.17 PUBLICLY AVAILABLE INFORMATION Affinity Education is a company listed on ASX and is subject to the periodic and continuous disclosure requirements of the Listing Rules and the Corporations Act. A substantial amount of information on Affinity Education is publicly available and may be accessed by referring to Affinity Education on www.asx.com.au.

5.18 FURTHER INFORMATION Further information about Affinity Education can be found on Affinity Education’s website: http://www.affinityeducation.com.au/.

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Offer and Shares and is

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Compulsory acquisition

If it becomes entitled to do so, G8 Education intends to give notices to compulsorily acquire any outstanding Affinity Education Shares under section 661B Corporations Act and elect to acquire Affinity Education Shares issued as a result of exercise of the Affinity Education Rights:

after the end of the Offer Period and before the compulsory acquisition notice; and

within six weeks after the compulsory acquisition notice is given, in each case subject to satisfaction of the relevant statutory conditions.

In certain circumstances, G8 Education may be required to buy out the holders of Affinity Education Rights. G8 Education will comply with the statutory obligation in that regard.

Amend Affinity Education constitution

G8 Education intends to amend the constitution of Affinity Education to reflect its status as a wholly-owned subsidiary of G8 Education and will seek to convert Affinity Education from a public company to a proprietary company.

ASX listing

After conclusion of the compulsory acquisition process, G8 Education intends to procure that Affinity Education be removed from the official list of ASX.

Directors

G8 Education intends to replace all members of the Affinity Education Board and of the board of any company on which Affinity Education has nominee directors (including its Subsidiaries) with G8 Education nominee directors.

G8 Education’s present intention is to appoint Jennifer Hutson, Chris Scott, Brian Bailison, Susan Forrester and Matthew Reynolds to the Affinity Education Board. Profiles for each of the proposed directors are set out in section 4.9.

Operations

G8 Education does not intend to make any material changes to Affinity Education’s business. G8 Education will look to:

leverage best practices between Affinity Education and G8 Education to enhance childcare centre occupancy;

apply G8 Education’s experience in operating a large number of high quality childcare centres to increase wage efficiency within the Affinity Education business;

use G8 Education’s acquisition experience to improve integration progressing plans internally within the Affinity Education group and of the Merged Group; and

continue to develop Affinity Education’s online early learning platform and curriculum tools.

Finally, G8 Education expects that it will be able to rationalise various administrative, management and corporate functions, the IT systems and certain duplicate services.

Employees

The acquisition of Affinity Education by G8 Education will provide Affinity Education employees an opportunity to be a part of a larger Merged Group, which has a strong commitment to developing its employees and employee engagement.

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INTENTIONAFFINITY ED

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Directors

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CQUISITIONSHARES

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matters at sect

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will consider tn expects thamployees.

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ffinity EducatiWhere this is nduals would rentractual entit

CENT AND 9

of acceptancen but was not es.

Affinity Educaed to exercise G8 Educatione, if G8 Educa

ovided in item

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areholder in Aty Education’sto the Affinitye with G8 Eduof the existingard remain ree which directhaving regard tity of such noe existing G8

es will be direcffinity Educati

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ontrolled entition to procureection 6.2 to t

ation of Affinable to retain

orate functionty. For exampt or its ASX list

ion employeenot feasible oeceive redundtlements.

90 PERCEN

e of the Cash entitled to pr

ation Shares uthe general c

n intends to exation acquired

m 9 of section

al list of ASX.

Affinity Educats constitutiony Education Bocation’s votin

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tion, it will ) seek to oard so that ng power in Affinity ing regard to nvite to ng an tors has not oard of e that they

wholly-owned w Affinity

ossible and

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Limitations on intentions

To the extent that Affinity Education is not a wholly owned subsidiary of G8 Education and there are minority shareholders of Affinity Education, G8 Education intends to ensure that the G8 Education nominees appointed to the board of Affinity Education will act at all times in accordance with their fiduciary duties and that all requisite shareholder approvals and other legal requirements are complied with in pursuing any of the intentions outlined above.

The requirement to have regard to those fiduciary duties in the context of a partly owned company and the possible requirements of minority shareholder approval may prevent the particular objective being achieved.

Dividends

G8 Education will review the dividend policy of Affinity Education having regard to any capital funding and ongoing operational requirements of the Affinity Education on the one hand and the appropriateness of paying dividends to Affinity Education Shareholders on the other.

6.4 INTENTIONS UPON ACQUISITION OF LESS THAN 50 PERCENT OF AFFINITY EDUCATION SHARES

Directors

If following the close of the Cash Offer, G8 Education is the majority shareholder in Affinity Education, it will (subject to formal requirements of the Corporations Act and Affinity Education’s constitution) seek to procure the appointment of a majority of G8 Education nominees to the Affinity Education Board notwithstanding that the proportion of G8 Education nominees would exceed G8 Education’s voting power in Affinity Education. This would likely involve the removal of some of the existing directors of Affinity Education to ensure that director’s fees of the Affinity Education Board remain reasonable having regard to the financial capacity of the entity. G8 Education would determine which director it would invite to resign, based on the G8 Education nominees to be appointed and having regard to maintaining an appropriate mix of skills on the Affinity Education Board. The identity of such nominee directors has not yet been determined, but nominees would likely be drawn from the existing G8 Education board of directors particularly those identified in section 4.9. Such nominees will be directed to ensure that they comply with their fiduciary duties and obligations as directors of Affinity Education.

There is no guarantee that G8 Education will be granted or otherwise obtain the representation on the Affinity Education Board that it seeks.

Limitations on intentions

G8 Education will endeavour to implement its intentions as it has outlined in section 6.2 to the extent to which it is able to do so, subject to the limitations identified in section 6.3.

6.5 SPECIFIC INTENTIONS – AFFINITY EDUCATION RIGHTS

G8 Education is not offering to acquire any Affinity Education Rights. G8 Education encourages holders of Affinity Education Rights to exercise their Affinity Education Rights, to the extent they are entitled to do so, and accept the Cash Offer in respect of the Affinity Education Shares issued on exercise.

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40 G8 EDUCASH O

6.6 I

Ei

CATION LIMOFFER FOR

INTENTION

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to contin

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7 Funding

7.1 FORM OF CONSIDERATION

The consideration for the acquisition of Affinity Education Shares (excluding the Affinity Education Shares already owned by G8 Education at the date of this Bidder’s Statement) to which the Cash Offer relates (including Affinity Education Shares issued upon vesting of Affinity Education Rights) will be satisfied wholly in cash.

7.2 MAXIMUM CASH CONSIDERATION

The maximum amount of cash which would be payable by G8 Education, if the Cash Offer is accepted in respect of all the Affinity Education Shares (excluding the Affinity Education Shares already owned by G8 Education at the date of this Bidder’s Statement), will be $148,319,880.

An additional amount of $1,061,712.80 will be required in the event that all the Affinity Education Rights vest and the Affinity Education Shares issued on their exercise are accepted into the Cash Offer.

The total cash consideration payable by G8 Education as described above excludes any brokerage payable by G8 Education to Canaccord Genuity.

7.3 SOURCE OF FUNDS

G8 Education raised SGD$155 million by way of unlisted, unsecured notes under its existing Multicurrency Debt Issuance Programme on 31 July 2015.

The funds made available to G8 Education from the issue:

are immediately available in Australian dollars;

are not subject to any conditions; and

are sufficient to fund the maximum available amount of consideration payable under the Cash Offer and associated transaction costs.

7.4 DETAILS OF THE MULTICURRENCY DEBT ISSUANCE PROGRAMME

The Multicurrency Debt Issuance Programme was established on 2 May 2014. G8 Education has capacity to issue up to SGD$500 million in either unsecured notes or perpetual securities (or a combination of both) under the Programme.

The full terms of the Programme are set out in the information memorandum released by G8 Education to the ASX on 5 May 2014.

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7.5 K

CATION LIMOFFER FOR

KEY TERMS

Issuer

Guarantors

Sole Lead MBookrunner

Issue Size

Type

Form and De

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Issue Date

Maturity Da

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31 July 201

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nations of S$2

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t on a pro-minimum

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8 Taxation considerations

8.1 INTRODUCTION The following is an outline of the principal Australian income tax consequences generally applicable to an Affinity Education Shareholder who disposes of Affinity Education Shares by accepting the Cash Offer. The comments set out below are also relevant to those Affinity Education Shareholders who do not accept the Cash Offer if G8 Education proceeds to compulsorily acquire their shares following G8 Education having a relevant interest in at least 90% of Affinity Education Shares (by number) on issue at any time during the Offer Period, and the Affinity Education Shareholder elects to take the Offer Price.

This outline reflects the current provisions of the Income Tax Assessment Act 1936 (Cth) and the Income Tax Assessment Act 1997 (Cth) (Tax Acts) and the regulations made under the Tax Acts, taking into account G8 Education’s understanding of the current administrative practices of the Australian Taxation Office. The outline does not otherwise take into account or anticipate changes in the law, whether by way of judicial decision or legislative action, nor does it take into account tax legislation of countries other than Australia.

The following outline is not exhaustive of all possible Australian income tax considerations that could apply to particular Affinity Education Shareholders. In particular, the summary is only relevant to those Affinity Education Shareholders who hold their Affinity Education Shares as capital assets for the purposes of investment and does not address all tax considerations applicable to Affinity Education Shareholders that may be subject to special tax rules, such as banks, insurance companies, tax exempt organisations, superannuation funds, dealers in securities or Affinity Education Shareholders who acquired their Affinity Education Shares as part of an employee share scheme operated by Affinity Education. For Affinity Education Shareholders who are non-residents of Australia for tax purposes, it is assumed that the Affinity Education Shares are not held and have never been held, as an asset of a permanent establishment of that Affinity Education Shareholder in Australia.

This outline does not constitute tax advice. It is recommended that each Affinity Education Shareholder consult their own tax adviser regarding the consequences of acquiring, holding or disposing of their Affinity Education Shares in light of current tax laws and their particular circumstances.

8.2 TAXATION ON THE DISPOSAL OF AFFINITY EDUCATION SHARES If you accept the Cash Offer, you will be treated as having disposed of your Affinity Education Shares for income tax purposes.

8.3 AUSTRALIAN RESIDENT AFFINITY EDUCATION SHAREHOLDERS You will realise a capital gain in connection with the disposal of an Affinity Education Share to the extent that the amount you receive (or that you are entitled to receive) for the disposal of that Affinity Education Share is more than the cost base of that Affinity Education Share. You should realise a capital loss to the extent that the amount you receive (or that you are entitled to receive) for the disposal of that Affinity Education Share is less than the reduced cost base of that Affinity Education Share. Capital losses can usually only be offset against capital gains you realise in the same income year or in later income years.

Broadly, the cost base of an Affinity Education Share is the total of the amount you paid for the Affinity Education Share and your acquisition and disposal costs in respect of that Affinity Education Share. However, there are circumstances where this may not be the case and we recommend that you speak to your tax adviser to confirm the cost base of your Affinity Education Shares. The reduced cost base of an Affinity Education Share is usually determined in a similar, but not identical, manner.

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9 Additional information

9.1 ASIC RELIEF ASIC has published various class order instruments providing for modifications and exemptions that apply generally to all persons, including G8 Education, about the operation of chapter 6 Corporations Act. G8 Education may rely on this class order relief.

G8 Education has relied on the modification to section 636(3) Corporations Act in paragraph 11 of ASIC Class Order 13/521 ‘Takeover Bids’ to include references to certain statements in documents lodged with ASIC and ASX without obtaining the consent of the persons to whom those statements are attributed.

As required by Class Order 13/521, G8 Education will make available a copy of the documents containing these statements (or relevant extracts from these documents), free of charge to Affinity Education Shareholders who request them before the end of the Offer Period. To obtain a copy of these documents (or the relevant extracts) Affinity Education Shareholders should contact Advanced Share Registry Services on 08 9389 8033 on Monday to Friday between 8.30 am and 5.00 pm.

9.2 SCRIP OFFER On 2 July 2015, G8 Education announced its intention to make an off-market takeover bid for all of the Affinity Education Shares (other than those it holds), offering one fully paid ordinary share in G8 Education for every 4.61 Affinity Education Share.

G8 Education lodged a replacement Bidder’s Statement for the Scrip Offer with ASIC on 3 August 2015. The replacement Bidder’s Statement sought to reflect G8 Education’s announcement of the same day waiving the defeating conditions, increasing the consideration to 1 G8 Education Share for every 4.25 Affinity Education Shares and declaring the consideration final. It is expected that the Scrip Offer will open for acceptance on 18 August 2015 and is scheduled to close on 28 September 2015 (unless extended).

Although G8 Education has declared the consideration of 1 G8 Education Share for every 4.25 Affinity Education Shares under the Scrip Offer to be final, it may be required by law to increase the ratio of G8 Education Shares to Affinity Education Shares. Section 621(3) Corporations Act operates such that the consideration offered under the Scrip Offer must equal or exceed the maximum consideration that G8 Education paid in the four month period before the Scrip Offer opens. The Scrip Offer must be valued, based on two Trading Day VWAP of G8 Education Shares over a 5 Business Day period before the Scrip Offer opens. G8 Education may be required by law to increase the ratio of G8 Education Shares to Affinity Education Shares under the Scrip Offer so that it is valued at no less than $0.80 per Affinity Education Share during the two Trading Day valuation window. Any such variation will occur before the Scrip Offer opens for acceptance and will have no effect on the Offer Price under the Cash Offer.

You may choose to accept either the Scrip Offer or this Cash Offer.

Detailed information about the Scrip Offer is set out in the Scrip Offer Bidder’s Statement. For

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referred to above as having given their consent to the inclusion of a statement, a statement included in this Bidder’s Statement with the consent of that person; and

o to the maximum extent permitted by law, expressly disclaims and takes no responsibility for any part of this Bidder’s Statement, other than a reference to its name and, in the case of a person referred to above as having given their consent to the inclusion of a statement, any statement or report which has been included in this Bidder’s Statement with the consent of that party.

9.6 FEES AND BENEFITS PAYABLE TO DIRECTORS AND ADVISERS The Directors of G8 Education have the following relevant interests in G8 Education Shares (either held directly, held by entities controlled by them or held by entities of which they are directors at the date of this Bidder’s Statement:

DIRECTOR G8 EDUCATION SHARES % OF G8 EDUCATION SHARES ON ISSUE

Jennifer Hutson 1,953,778 0.53%

Christopher Scott 1,000,000 0.27%

Brian Bailison Nil Nil

Susan Forrester Nil Nil

Matthew Reynolds 14,695 0.00004%

Executives are offered a competitive base pay that comprises the fixed component of pay and rewards. Base pay for executives is reviewed annually to ensure the executive’s pay is competitive with the market and comparable to other companies of similar operational complexity and market capitalisation as G8 Education. The salary levels were determined by analysing other listed public companies in the ASX 200 index to ensure that G8 Education’s executive pay structure is market based. An executive’s remuneration is also reviewed on promotion. There are no guaranteed base pay increases included in any executive contracts.

McCullough Robertson has acted as legal advisers to G8 Education in relation to the Offer. McCullough Robertson are entitled to receive professional fees on a normal basis.

HLB Mann Judd has provided advice in relation to the Offer. HLB Mann Judd is entitled to receive professional fees on a normal basis.

Canaccord Genuity is the broker to the Cash Offer. Canaccord Genuity is entitled to receive brokerage on a normal basis.

9.7 NO COLLATERAL BENEFIT Except as set out in this Bidder’s Statement, neither G8 Education nor any of its Associates has, during the period of four months before the date of the Cash Offer, or in the period commencing on the date of this Bidder’s Statement and ending on the date of the Offer, given, offered or agreed to give, a benefit to another person where the benefit was likely to induce the other person, or an associate, to:

accept a Cash Offer; or

dispose of Affinity Education Shares,

which benefit was not offered to all Affinity Education Shareholders under the Cash Offer.

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Term Definition provides for the electronic transfer for securities in Australia.

CHESS Holding means a holding of Affinity Education Shares on the CHESS subregister of Affinity Education.

Controlling Participant has the meaning given to that term by the ASX Settlement Rules.

Corporations Act means the Corporations Act 2001 (Cwlth).

G8 Education means G8 Education Limited ACN 123 828 553.

G8 Education Group means G8 Education and its Subsidiaries.

G8 Education Share means a fully paid ordinary share in the capital of G8 Education.

Insolvency Event means any of the events described in section 652C(2) Corporations Act.

Issuer Sponsored Holding means a holding of Affinity Education Shares on Affinity Education’s issuer sponsored subregister.

Merged Group means G8 Education and each of its Subsidiaries (including the Affinity Education Group) which will exist should G8 Education acquire control of Affinity Education.

Offer means the offer to acquire Affinity Education Shares which will be made on-market by Canaccord Genuity on behalf of G8 Education as described in this Bidder’s Statement (and for the avoidance of doubt includes each such offer made to an individual Affinity Education Shareholder pursuant to that offer).

Offer Period means the period commencing on 18 August 2015 and ending on 28 September 2015, or such later date to which the Cash Offer has been extended.

Offer Price means $0.80 per Affinity Education Share.

Participant has the meaning given to that term by the ASX Settlement Rules.

Prescribed Event means any of the events in section 652C(1) Corporations Act.

Related Bodies Corporate has the meaning given to that term in the Corporations Act.

Relevant Interest means the meaning given to that term by Corporations Act.

Scrip Offer means the off-market bid made by G8 Education for all of the Affinity Education Shares for consideration of one fully paid ordinary share in G8 Education for every 4.25 Affinity Education Shares.

SGD$ means Singapore dollars.

Subsidiary has the meaning given in the Corporations Act.

Takeover Announcement means the announcement of Cash Offer made by Canaccord Genuity on 3 August 2015, a copy of which is set out in Appendix 1.

Trading Day has the meaning given in the ASX Listing Rules.

T+3 Basis means that settlement occurs on the third Trading Day after the date of the transaction in accordance with ASX Settlement Rules.

For

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11.2 II

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Corporate Directory

Company G8 Education Limited ACN 123 828 553 159 Varsity Parade Varsity Lakes QLD 4227 +61 7 5581 5300 www.g8education.edu.au

Legal Advisers McCullough Robertson Lawyers Level 11 Central Plaza Two 66 Eagle Street BRISBANE QLD 4000 +61 7 3233 8888 www.mccullough.com.au

Directors Jennifer Hutson – Chairperson Christopher Scott – Managing Director Brian Bailison – Non-Executive Director Susan Forrester – Non-Executive Director Matthew Reynolds – Non-Executive Director

Share Registry Advanced Share Registry Services 110 Stirling Highway NEDLANDS WA 6009 +61 8 9389 8033 www.advancedshare.com.au

Stockbroker Canaccord Genuity (Australia) Limited Level 4 60 Collins Street MELBOURNE VIC 3000 +61 3 8688 9100 www.canaccord.com.au

Auditor HLB Mann Judd Level 15 66 Eagle Street BRISBANE QLD 4000 +61 7 3001 8800 www.hlb.com.au

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on-market takeover bid $0.80 per share – affinity education · on-market takeover bid $0.80 per...

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