Preparation of Scheme Booklet provide assistance with the preparation of the Scheme Booklet in accordance with clause 6;
Preparation of Scheme Booklet. (i) prepare the Scheme Booklet (other than the Bidder Information and the Independent Expert’s Report) in accordance with applicable laws, including the Corporations Act and Corporations Regulations, ASIC Regulatory Guide 60, ASIC Regulatory Guide 74, Takeovers Panel guidance notes and the Listing Rules;
(ii) include in the Scheme Booklet a statement by the APD Board that:
(A) the APD Board unanimously recommends to APD Securityholders that they vote in favour of the resolutions to approve the Schemes; and
(B) each APD Board member who has a Relevant Interest in any APD Securities intends to cause any such APD Securities to be voted in favour of the resolutions to approve the Schemes, in each case, subject to the Independent Expert continuing to conclude that the Schemes are in the best interests of APD Securityholders and there being no Superior Proposal; and
(iii) provide Bidder with successive drafts of the Scheme Booklet, including an advanced draft of the Scheme Booklet within a reasonable time before the draft of the Scheme Booklet is provided to ASIC, and consider in good faith any reasonable comments promptly provided by or on behalf of Bidder in a timely manner, provided that, in respect of the Independent Expert’s Report, any such comments must be limited to matters of factual accuracy and APD makes no representation, and gives no assurance, as to the extent to which such comments will be considered or incorporated by the Independent Expert;
Preparation of Scheme Booklet. (a) Subject to APA complying with its obligations under clause 6(d), Envestra must prepare the Scheme Booklet as soon as is reasonably practicable after the date of this Agreement and use all reasonable endeavours to do so in accordance with the Timetable.
(b) Envestra must use reasonable endeavours to ensure that the Scheme Booklet complies with the requirements of the Corporations Act, the ASX Listing Rules and all ASIC Regulatory Guides applicable to members' schemes of arrangement under Part 5.1 of the Corporations Act, except in respect of the APA Scheme Booklet Information and the Combined Group Scheme Booklet Information.
(c) Envestra must make available to APA drafts of the Scheme Booklet (including any draft of a report by the Independent Expert but excluding those sections containing the Independent Expert's opinions or conclusions) and consult with APA in relation to the content of those drafts, and consider in good faith, for the purpose of amending those drafts, comments from APA and its advisers on those drafts received on a timely basis.
(d) Subject to paragraph (e), APA must:
(i) provide to Envestra such information regarding APA, the APA Group, the APA Securities and the Combined Group as is required to ensure that the Scheme Booklet complies with the requirements of the Corporations Act, the ASX Listing Rules and all ASIC Regulatory Guides applicable to members’ schemes of arrangement under Part 5.1 of the Corporations Act, including all the information that would be required under sections 636(1)(c), (f), (ga), (h), (i), (k)(ii), (l) and (m) of the Corporations Act to be included in a bidder’s statement if APA were offering the Scheme Consideration as consideration under a takeover bid (APA acknowledging that Envestra will rely on such information to prepare the Scheme Booklet and agreeing that the APA Scheme Booklet Information and the Combined Group Scheme Booklet Information will be provided in good faith); and
(ii) provide to Envestra such assistance as Envestra may reasonably require in order to adapt such information for inclusion in the Scheme Booklet, as soon as reasonably practicable after the date of this Agreement (and must use all reasonable endeavours to do so in accordance with the Timetable).
(e) APA’s obligation under paragraph (d) to provide information regarding the Combined Group is subject to Envestra providing (and Envestra must provide) APA in a timely manner with such information regarding the Envestra Group as is ...
Preparation of Scheme Booklet. 7.3.1 ( NetComm to prepare) NetComm must prepare the Scheme Booklet as soon as is reasonably practicable after the date of this Deed and otherwise substantially in accordance with the Timetable.
Preparation of Scheme Booklet. (i) prepare the Scheme Booklet (other than the Nippon Paint Information and the Independent Expert’s Report) in accordance with all applicable laws, including the Corporations Act and Corporations Regulations, ASIC published policy including Regulatory Guide 60, Takeovers Panel guidance notes and the Listing Rules; and
(ii) provide Nippon Paint with drafts of the Scheme Booklet (including a factual accuracy draft of the Independent Expert's Report) in a timely manner, allow Nippon Paint a reasonable period to review and comment on the drafts, and consider in good faith any reasonable comments promptly provided by or on behalf of Nippon Paint, provided that, in respect of the Independent Expert’s Report, any such comments must be limited to matters of factual accuracy and DuluxGroup makes no representation, and gives no assurance, as to the extent to which such comments will be considered or incorporated by the Independent Expert;
Preparation of Scheme Booklet. Provide assistance to Redflex with the preparation of the Scheme Booklet in accordance with clause 5.3.
Preparation of Scheme Booklet subject to clause 5.2(d), as soon as practicable after the date of this agreement:
(i) prepare the Scheme Booklet in accordance with the requirements of all applicable laws and in particular with the Companies Act, the Takeovers Code, and the Listing Rules, and taking into account the guidance note the Takeovers Panel published in December 2016;
(ii) unless there has been a change of recommendation where permitted under this agreement, include in the Scheme Booklet a statement by the Tower Board:
(A) unanimously recommending that Tower Shareholders vote in favour of the Scheme subject to there being no Superior Proposal; and
(B) that each Tower Board member who holds Tower Shares intends to vote his or her Tower Shares in favour of the Scheme subject to there being no Superior Proposal;
Preparation of Scheme Booklet subject to clause 5.2(d), as soon as practicable after the date of this Agreement:
(i) prepare the Scheme Booklet in accordance with the requirements of all applicable laws, in particular with the Companies Act, taking into account the Schemes Guidance Note;
(ii) unless there has been a change of recommendation, and subject to the Independent Adviser in the Independent Adviser’s Report concluding that the Consideration is within or above the Independent Adviser’s valuation range for the Shares, include in the Scheme Booklet a statement by the Abano Directors:
(A) unanimously recommending that the Abano Shareholders vote in favour of the Scheme subject to there being no Superior Proposal; and
(B) that each Abano Director who holds Shares (directly or through associated interests) intends to vote all of his or her Shares (or to procure that his or her associated interests vote all of their Shares) in favour of the Scheme subject to there being no Superior Proposal; and
(iii) undertake appropriate verification of all factual statements (other than immaterial factual statements) in the Scheme Booklet (other than in respect of Bidco Information or the Independent Adviser’s Report);
Preparation of Scheme Booklet. (i) prepare the Scheme Booklet (other than the BHP Information and the accordance with applicable laws, including the Corporations Act and Corporations Regulations, ASIC Regulatory Guide 60, Takeovers Panel guidance notes and the ASX Listing Rules;
(ii) provide BHP with a reasonable opportunity to review and make comments on drafts of the Scheme Booklet, and consider in good faith any reasonable comments promptly provided by or on behalf of BHP, provided that, in respect of the Independent E port, any such comments must be limited to matters of factual accuracy and OZL makes no representation, and gives no assurance, as to the extent to which such comments will be considered or incorporated by the Independent Expert;
(iii) without limiting the above, provide to BHP a draft of the Scheme Booklet within a reasonable time before the draft of the Scheme Booklet is provided to ASIC for approval pursuant to section 411(2) of the Corporations Act (and in any event, no later than 3 Business Days before the Scheme Booklet is provided to ASIC); and
(iv) o f the BHP Information (including in respect of the form and context in which the BHP Information appears in the Scheme Booklet), such consent not to be unreasonably withheld or delayed.
Preparation of Scheme Booklet. Excel must prepare and despatch the Scheme Booklet in accordance with all applicable laws and in particular with the Corporations Act, PS 142 and the Listing Rules in consultation with Peabody as to the content and presentation of the Scheme Booklet. This consultation must include obtaining Peabody’s consent to the inclusion of the Peabody Information. The Scheme Booklet must include a statement by the Excel Board unanimously recommending that Excel Shareholders vote in favour of the Scheme in the absence of any superior offer;
