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Annual General Meeting Extension

Mar 29, 2018 -

Extension of time to hold Annual General Meeting granted by ASIC, Listing Rule waiver and Scheme of Arrangement update

Annual General Meeting Extension

Adelaide, 29 March 2018: RHS Limited (ASX: RHS) (“RHS” or “the Company”) announces that the Australian Securities and Investments Commission (“ASIC”) has granted an extension of the period of time in which RHS must hold its annual general meeting (“AGM”) for its financial year ended 31 December 2017. Pursuant to the extension granted by ASIC, the latest date on which RHS may hold its AGM has been extended by 2 months, from 31 May 2018 to 31 July 2018.

RHS’s Directors sought the extension of time to enable RHS’s AGM to be held (if necessary) once the outcome of the proposed scheme of arrangement, announced on 26 February 2018, under which with PerkinElmer, Inc. (“PerkinElmer”) proposes to acquire, through a wholly owned subsidiary, PerkinElmer Holdings Pty Ltd (“PerkinElmer Australia”), all of the issued share capital of RHS (“Scheme”) for $0.28 per share is known.

The Scheme is subject to approval by RHS shareholders at a court ordered meeting expected to be held in late May (the indicative date for the meeting as announced on 26 February 2018 was 22 May 2018 but that date may be subject to change). RHS’s Directors considered that the extension would assist in preventing the potential confusion that could be caused by RHS shareholders receiving two notices of RHS meetings within a short period of time. RHS’s Directors also considered that it was not in the best interests of RHS shareholders to spend time and expense on the preparation and mail out of AGM information to RHS shareholders and holding of the meeting, which would become unnecessary if the Scheme is approved and implemented.

RHS also advises that its annual report for the financial year ended 31 December 2017 (which would ordinarily be provided at the same time as the notice of AGM) will be provided to RHS shareholders in the same package as the Scheme booklet. 

ASX Listing Rule Waiver

RHS also announces that it has received a waiver from ASX of ASX Listing Rule 6.23.2 to the extent necessary to permit the cancellation of the 7,400,000 outstanding RHS options on issue for consideration pursuant to option cancellation deeds entered into between RHS, PerkinElmer and the holders of the RHS options. Subject to the Scheme being implemented, PerkinElmer, through PerkinElmer Australia, will acquire each of these options and the options will then be cancelled with effect from the Scheme implementation date. Each of the option holders will receive consideration per option equal to the difference in value between the Scheme offer price of $0.28 and the respective option strike price.

Indicative timetable for Scheme

RHS has been advised of a date by the Federal Court for the First Court Hearing for the Scheme, being 17 April 2018. This is a different date to the indicative date announced to ASX on 26 February 2018 (being 12 April 2018). Any further updates to the indicative timetable will be included in the Scheme Booklet when released and announced to ASX.

Read full ASX announcement

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