31 January 2023: ASX RELEASE
MSL Solutions Limited (ASX:MSL) (“MSL”) is pleased to announce that MSL shareholders have today voted in favour of the proposed acquisition of 100% of the issued share capital of MSL by Plutus Bidco Pty Ltd (ACN 663 418 184) (“Pemba Bidco”), an entity controlled by Pemba Capital Partners, by way of a scheme of arrangement (“Scheme”).
Results of the Scheme Meeting
In accordance with ASX Listing Rule 3.13.2 and section 251AA of the Corporations Act 2001 (Cth), MSL advises that the resolution to approve the Scheme (“Scheme Resolution”) as set out in the Notice of Meeting in the Scheme Booklet dated 14 December 2022 was passed by the requisite majorities of MSL shareholders at the Scheme Meeting held earlier today. In summary:
47% of MSL shareholders present and voting (in person or by proxy, attorney or corporate representative) at the Scheme Meeting voted in favour of the Scheme Resolution; and
47% of total votes cast on the Scheme Resolution by MSL shareholders present and voting (in person or by proxy, attorney or corporate representative) at the Scheme Meeting were in favour of the Scheme Resolution.
The MSL Board of Directors consider that the Scheme is in the best interests of MSL shareholders and unanimously recommended that MSL shareholders vote in favour of the Scheme, in the absence of a superior proposal and subject to the Independent Expert continuing to conclude that the Scheme is in the best interest of MSL shareholders. Subject to those same qualifications, each director voted or caused to be voted all MSL shares held or controlled by him or her in favour of the Scheme at the Scheme Meeting.
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