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Accept Takeover Offer

J-POWER has made a proposal to acquire all of the Genex Shares that J-POWER does not (directly or indirectly) own by way of the Scheme and the simultaneous Takeover Offer

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Accept Takeover Offer Now
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J-POWER Nominee, a wholly-owned subsidiary of J-POWER, proposes to acquire all of the Genex Shares (that J-POWER does not already directly or indirectly own) by way of the Scheme and the simultaneous Takeover Offer.

Structure of the Transaction

The structure of the Transaction involves a simultaneous Scheme and Takeover Offer, under which Genex Shareholders1 will be entitled to receive:

  • cash consideration of $0.275 for each Genex Share held on the Scheme Record Date (Scheme Consideration) if the Scheme is approved by the Requisite Majorities of Genex Shareholders (other than Excluded Genex Shareholders) at the Scheme Meeting by the Court, and becomes Effective; or
  • cash consideration of $0.270 for each Genex Share accepted into the Takeover Offer (Takeover Consideration) if the Scheme is not approved by the Requisite Majorities of Genex Shareholders (other than Excluded Genex Shareholders) or the Court and the Takeover Offer is declared or otherwise becomes unconditional.

Genex Shareholders may vote in favour of the Scheme Resolution and accept the Takeover Offer at the same time, as the terms of the Transaction determine whether the Scheme will be implemented or whether the Takeover Offer will proceed. While there are two alternative transaction structures for the purposes of implementing J-POWER’s acquisition of Genex, only one of these alternatives (either the Scheme or the Takeover Offer) can proceed to completion. This is explained in the Transaction Booklet.

You should be aware that accepting the Takeover Offer now will restrict your ability to sell or transfer your Genex Shares to another person (including selling your Genex Shares on the ASX or accepting any takeover bid from a competing bidder that may be made) unless you are entitled to withdraw your acceptance.2

However, even where you accept the Takeover Offer, please make sure you also vote on the Scheme Resolution.

Every vote in favour of the Scheme will increase the likelihood of all Genex Shareholders (other than Excluded Genex Shareholders) receiving the additional $0.005 of value per Genex Share available under the Scheme compared to under the Takeover Offer.

  1. Other than, in respect of the Scheme, Excluded Genex Shareholders and, in respect of the Takeover Offer, J-POWER Nominee.
  2. The circumstances in which you may revoke your acceptance of the Takeover Offer are set out in Sections 6.6(a) and 6.6(b) of the Transaction Booklet.

Genex IBC’s unanimous recommendation

The Genex IBC’s unanimous recommendations in relation to the Transaction are as follows:

TransactionRecommendationQualifications to recommendationIndependent Expert’s opinion
Scheme
The Genex IBC unanimously recommends that Genex Shareholders (other than Excluded Genex Shareholders) vote in favour of the Scheme at the Scheme Meeting.
The Genex IBC believes that the reasons for Genex Shareholders to vote in favour of the Scheme outweigh the reasons to vote against the Scheme. These reasons and other relevant considerations for Genex Shareholders are set out in Section 3.5 of the Transaction Booklet.
The Genex IBC’s unanimous recommendation is made in the absence of a Superior Proposal and subject to the Independent Expert continuing to conclude that the Scheme is fair and reasonable and in the best interests of Genex Shareholders (other than Excluded Genex Shareholders).
The Independent Expert has concluded that the Scheme is fair and reasonable and hence in the best interests of Genex Shareholders (other than Excluded Genex Shareholders) in the absence of a superior alternative proposal emerging.
Takeover Offer
The Genex IBC unanimously recommends that Genex Shareholders accept the Takeover Offer.
The Genex IBC believes that the reasons for Genex Shareholders to accept the Takeover Offer outweigh the reasons not to accept the Takeover Offer. These reasons and other relevant considerations for Genex Shareholders are set out in Section 3.8 of the Transaction Booklet.
The Genex IBC’s unanimous recommendation is made in the absence of a Superior Proposal and subject to the Independent Expert continuing to conclude that the Takeover Offer is fair and reasonable.3
The Independent Expert has concluded that the Takeover Offer is fair and reasonable to Genex Shareholders (other than Excluded Genex Shareholders and any other Genex Shareholders that are Associates of J-POWER Nominee) in the absence of a superior alternative proposal emerging.
  1. You should be aware that accepting the Takeover Offer now will restrict your ability to sell or transfer your Genex Shares to another person (including selling your Genex Shares on the ASX or accepting any takeover bid from a competing bidder that may be made after the date of the Transaction Booklet) unless you are entitled to withdraw your acceptance. The circumstances in which you may revoke your acceptance of the Takeover Offer are set out in Sections 6.6(a) and 6.6(b) of the Transaction Booklet.

The Genex IBC unanimously concluded that the Transaction is the most attractive option for Genex Shareholders (as a whole), as the Scheme Consideration (or Takeover Consideration) recognises the value of Genex and provides certainty of value for Genex Shareholders (other than Excluded Genex Shareholders) by way of cash consideration and allows them to cease to be exposed to the risks associated with an ongoing investment in Genex and the execution of Genex’s long-term strategy.

When considering the recommendations of the Genex IBC, Genex Shareholders should have regard to the interests of the Genex IBC Members in Genex Shares and the Transaction, which are summarised in the Letter from the Chairman of the Genex IBC in, and disclosed in detail in Section 11 of, the Transaction Booklet.

    Independent Expert’s conclusion

    The Genex IBC appointed Grant Thornton as the Independent Expert to assess the merits of the Transaction.

    The Independent Expert has concluded that:

    • the Scheme is fair and reasonable and hence in the best interests of Genex Shareholders (other than Excluded Genex Shareholders) in the absence of a superior alternative proposal emerging; and
    • the Takeover Offer is fair and reasonable to Genex Shareholders (other than Excluded Genex Shareholders and any other Genex Shareholders that are Associates of J-POWER Nominee) in the absence of a superior alternative proposal emerging.

    The Independent Expert has concluded that the fair market value of Genex on a 100% ownership and control basis is in the range of $0.223 and $0.290 per Genex Share. Each of the Scheme Consideration and the Takeover Consideration is within this valuation range.

    A complete copy of the Independent Expert's Report is included as Attachment A to the Transaction Booklet, and you are encouraged to read that report carefully and in its entirety.

    This website contains summary information about the Transaction. This information is included in more detail and context in the Transaction Booklet. You can access the Transaction Booklet here. This is an important document and requires your prompt attention. You should read the Transaction Booklet carefully and in its entirety (and not just the summary information on this website) before deciding whether or not to vote in favour of the Scheme Resolution and accept the Takeover Offer. If you are in doubt as to what you should do, you should consult your licenced financial adviser or other suitable professional adviser.

    If, after reading the Transaction Booklet, you have any questions about the Transaction or how to vote on the Scheme Resolution or accept the Takeover Offer, please call the Genex Shareholder Information Line on 1300 290 691 (within Australia) or +61 2 9066 4081 (outside Australia), Monday to Friday (excluding public holidays) between 9.00am and 5.00pm (Sydney time)

      Overview of the Transaction

      The below diagram shows the key features of the Transaction (being the proposed Scheme and simultaneous Takeover Offer).

      The diagram above is included in the Transaction Booklet. You should read the detailed information regarding the matters set out in this diagram contained in the Transaction Booklet carefully before making any decision in relation to the Scheme or the Takeover Offer.

      1. Excluded Genex Shareholders are Genex Shareholders who are a J-POWER Group Member or hold Genex Shares on behalf of, or for the benefit of, a J-POWER Group Member. See Section 5.4(c).
      2. The Scheme Resolution must be approved by the Requisite Majorities, being (a) more than 50% of Genex Shareholders (other than Excluded Genex Shareholders) present and voting at the Scheme Meeting and (b) 75% votes cast. See Section 5.4(c).
      3. Subject to holding Genex Shares at the Scheme Record Date.
      4. J-POWER Nominee may waive the 50.1% Minimum Acceptance Takeover Condition subject to J-POWER Nominee having a Relevant Interest in 40% of Genex Shares on issue (and subject to the other conditions regarding Takeover Acceptance Facilities in Section 6.9(d)(ii)(A)) or, otherwise consent of Genex.

        Comparison of the key elements of the Scheme and Takeover Offer

        ItemSchemeTakeover Offer
        Consideration per Genex Share
        $0.275
        $0.270
        Key conditions
        • Scheme is approved by the Requisite Majorities of Genex Shareholders (other than Excluded Genex Shareholders) at the Scheme Meeting
        • FIRB approval
        • No Genex Prescribed Occurrence
        • No Genex Material Adverse Change
        • Identified Contracts Scheme Condition
        • Court approval
        • Scheme is not approved by the Requisite Majorities of Genex Shareholders (other than Excluded Genex Shareholders) at the Scheme Meeting or by the Court
        • 50.1% minimum acceptance4
        • FIRB approval
        • No Genex Prescribed Occurrence
        • No Genex Material Adverse Change
        • Identified Contracts Takeover Condition
        Timing
        Scheme Meeting on Tuesday, 16 July 2024
        Takeover Offer opens on Friday, 7 June 2024 and closes on Wednesday, 14 August 2024 (unless extended or withdrawn in accordance with the Transaction Implementation Deed and the Corporations Act)
        When relevant
        If the Scheme is approved by the Requisite Majorities at the Scheme Meeting and by the Court
        If the Scheme is not approved by the Requisite Majorities at the Scheme Meeting or the Court

        The table above is included in the Transaction Booklet. You should read the detailed information regarding the matters set out in this table contained in the Transaction Booklet carefully before making any decision in relation to the Scheme or the Takeover Offer.

          Genex IBC unanimous recommendation to Genex Shareholders5
          VOTE IN FAVOUR of the Scheme at the Scheme Meeting
          ACCEPT the Takeover Offer
          1. J-POWER Nominee has the discretion to waive the 50.1% Minimum Acceptance Takeover Condition subject to J-POWER Nominee having a Relevant Interest in at least 40% of the Genex Shares on issue and provided that the waiver of the 50.1% Minimum Acceptance Takeover Condition (together with the waiver of any other applicable Takeover Conditions at the same time as such waiver) causes acceptances under any Takeover Acceptance Facility (including the Institutional Acceptance Facility) to be unable to be withdrawn or, otherwise, with the prior written consent of Genex. For the purpose of determining whether J-POWER Nominee has a Relevant Interest in at least 40% of the Genex Shares on issue such that it may waive the 50.1% Minimum Acceptance Takeover Condition, J-POWER Nominee’s Relevant Interest is to be determined as if Section 609A of the Corporations Act (which, in summary, provides that J-POWER Nominee will not have acquired a Relevant Interest in any Genex Shares ‘accepted into’ a Takeover Acceptance Facility) was omitted from the Corporations Act and disregarded in relation to a Takeover Acceptance Facility (including the Institutional Acceptance Facility). See Section 6.9(d)(ii) of the Transaction Booklet for more information.
          2. In the absence of a Superior Proposal and subject to the Independent Expert continuing to conclude that, in the case of the Scheme, the Scheme is fair and reasonable and in the best interests of Genex Shareholders (other than Excluded Genex Shareholders) and, in the case of the Takeover Offer, that the Takeover Offer is fair and reasonable.

          The independent committee of the Genex Board, the Genex IBC, unanimously recommends that you vote in favour of the Scheme and accept the Takeover Offer, subject to the qualifications set out in the Transaction Booklet.

          Appoint a Proxy for the Scheme Meeting
          Accept Takeover Offer Now
          Capitalised terms used, but not otherwise defined, on this page have the meanings given to them in the Transaction Booklet in respect of the Transaction dated 6 June 2024.
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