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ASX Announcement
For personal use only
2 February 2015
Attached is a copy of the Chairman’s address to attendees of the Fiducian Portfolio Services
Limited (ASX:FPS) scheme meeting held at 10.00am this morning at the Sydney offices of
Fiducian located at Level 4, 1 York Street, Sydney NSW 2000, Australia.
Fiducian Portfolio Services Limited
ABN 13 073 845 931
AFS Licence No 231101
Level 4, 1 York Street,
Sydney NSW 2000Australia
Tel: 1800 653 263
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Fiducian Portfolio Services Limited
Chairman’s address
2 February 2015
Good morning ladies and gentlemen, my name is Robert Bucknell. I am the
Chairman of the Board and a director of Fiducian Portfolio Services Limited and
have been appointed by the Court to chair this meeting. I would also like to
acknowledge and introduce my fellow directors of Fiducian; Inderjit Singh and
Frank Khouri who are seated at the head table with our Legal Counsel David
O’Reilly. Chris Stone our other fellow director sends his apology for not being able
to be present today.
Representatives of Herbert Smith Freehills, the lawyers who advised Fiducian on
the scheme and Computershare, Fiducian’s registry service provider, are also
present today to assist in the conduct of the meeting, if necessary.
I would like to begin by welcoming you to today’s meeting and thanking you for
your attendance.
As we are in the head office of Fiducian, in the event of an emergency, please
take direction from the staff of Fiducian.
Quorum and opening of Meeting
It is past the appointed time of 10.00am, a quorum is present and I therefore
declare the Scheme Meeting to be held at a time and place convenient to
shareholders and now open.
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Attendees and Proxy Position
Those in attendance who have signed the register total:
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3 shareholders representing 1,328,114 Shares
The proxy position for the proposed Resolution to agree to the Scheme is as follows:
Total For or
Open (Chairman Total proxy
or otherwise)
% For
% Against % Open Abstain
As set out in the Scheme Booklet, as chairman of this meeting, I intend to vote all
valid undirected proxies which nominate the chairman as proxy, or where the
chairman is appointed proxy by default, in favour of the Resolution.
Voting procedure
When we proceed to vote on the Resolution to approve the Scheme, the proposed
Resolution will be determined by a poll, as required by the order of the Court.
I will now read out the voting procedures to you.
As set out in further detail in the Notice of the Scheme Meeting, people entitled to
vote in this poll are Fiducian Shareholders, proxyholders and corporate
representatives of Fiducian Shareholders. To be eligible to vote, you should have
been issued with a blue voting card when registering for the meeting.
If there is any person present who believes they are entitled to vote but does not
have a blue voting card, would you please raise your hand and a Computershare
staff member will assist you.
On the reverse of your blue voting card is your voting paper, which details the
Resolution that is being put to this poll.
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If you are a proxyholder and only have directed votes, for and/or against, as
shown on the summary of votes attached to your blue voting card, all you need to
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do is lodge your form in the ballot box.
If you are a proxyholder with open votes, you need to mark a box beside the
Resolution to indicate how you wish to cast the open votes - for, against or abstain.
All other people who have a blue voting card also need to mark a box beside the
Resolution to indicate how you wish to cast the open votes, again - for, against or
When you have finished filling in your voting paper, you may then lodge it in the
ballot box. Your vote cannot be counted unless it is lodged in the ballot box- this
includes any proxyholder who only has directed votes.
Today’s meeting
As outlined in Fiducian’s Scheme Booklet dated 5 December 2014, which you
should have all received, today’s meeting is a meeting of Shareholders, seeking
approval to restructure the Fiducian Group in accordance with the Scheme.
For easy reference and brevity, the use of any defined terms at today’s meeting
are, unless the context otherwise requires, references to the corresponding term
as defined in the Scheme Booklet.
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Overview of the Scheme
Today, Fiducian Shareholders will be asked to vote on a proposed corporate
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restructure of the Fiducian Group that will involve:
interposing or “top-hatting” NewCo, now known as Fiducian Group Limited
(FGL), as the new holding company of the Fiducian Group;
Scheme Shareholders (other than Ineligible Foreign Shareholders)
exchanging their Fiducian Shares for new shares in the capital of FGL on
a one-for-one basis; and
Fiducian becoming a wholly owned Subsidiary of FGL.
The proposed Scheme is summarised in the Scheme Booklet, with Section 3.1 of
the Scheme Booklet providing an overview of the Scheme and Restructure.
Details of the proposed Scheme are set out in full in the Scheme contained in
Annexure C of the Scheme Booklet.
Independent Expert’s Opinion
The Independent Expert’s opinion is that the Scheme is in the best interest of
Fiducian Shareholders.
A copy of the Independent Expert’s Report is included in Annexure A of the
Scheme Booklet.
Fiducian Directors’ recommendation
The Fiducian Directors believe that Fiducian Shareholders should vote in favour of
the Resolution proposed to be passed today. Each Fiducian Director intends, in
relation to all Fiducian Shares held or controlled by him, to vote in favour of the
Scheme at today’s meeting.
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Resolution proposed to be agreed to
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The purpose of this meeting is to consider and, if thought fit, to pass the
Resolution contemplated in the Notice of Scheme Meeting in Annexure E of the
Scheme Booklet. I now move the Resolution:
‘That, pursuant to and in accordance with the provisions of section 411 of
the Corporations Act 2001 (Cth), the scheme of arrangement proposed
between Fiducian and the holders of its ordinary shares, as contained in
and more particularly described in the scheme booklet of which the notice
convening this meeting forms part, is agreed to, with or without alterations
or conditions as approved by the Federal Court of Australia to which
Fiducian and NewCo agree.’
Requisite approvals
I remind everyone that this is a meeting of Fiducian Shareholders and only Fiducian
Shareholders, appointed proxies, corporate representatives and attorneys have the
right to speak at the meeting. We have allowed visitors into the meeting.
As outlined in the Scheme Booklet, the Resolution to be voted on by Fiducian
Shareholders at today's meeting will be decided on a poll.
In order for the Resolution to be passed, it must be agreed to by:
a majority in number of Fiducian Shareholders present and voting at the
Scheme Meeting (either in person or by proxy, attorney or in the case of a
corporate Fiducian Shareholder, body corporate representative) (Head
Count Approval Requirement); and
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at least 75% of the total number of votes cast on the Resolution at the
Scheme Meeting by the Fiducian Shareholders present and voting at the
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Scheme Meeting (either in person or by proxy).
I will now take questions from the floor in relation to proposed Scheme. I will
endeavour to answer your questions straight away or request the lawyers present
to do so. However, I reserve the right to take a question on notice if an immediate
answer is not available or if the question is specific and not of interest to
shareholders as a whole.
If you wish to ask a question, please raise your hand.
Please have your blue voting card, yellow non-voting admission card or white
visitor card available.
Are there any questions?
I believe there are no [further] questions and I therefore conclude discussion on
this item of business.
If you require any assistance, Computershare staff are here to assist you. Please
raise your hand if you require assistance.
Would you please indicate by raising your hand if you require more time to
complete your voting paper?
When complete, please lodge your voting cards in the ballot box.
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Thank you. I will now vote all undirected proxies which nominate the chairman as
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proxy or where the chair is appointed by default.
I believe all voting cards have now been lodged in the ballot box and I declare the
poll closed.
As the Resolution at the Scheme Meeting is to be decided on a poll, the result of
the vote will be announced to the ASX as soon as possible following the
conclusion of the meeting.
Ladies and gentlemen, I now close the meeting for all purposes, subject to the
conduct and conclusion of the poll. I would like to thank you all for your attendance.
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