2021 Extraordinary General Meeting
Summary of the transaction
On 2 August 2021, Square, Inc. (NYSE:SQ) (Square) and Afterpay Limited (ASX:APT) (Afterpay) announced that they had entered into a Scheme Implementation Deed under which Square has agreed to acquire all the issued shares in Afterpay by way of a recommended court-approved Scheme of Arrangement. If the Scheme is implemented Scheme Shareholders (other than Ineligible Foreign Shareholders) will receive the Scheme Consideration comprising 0.375 New Square Shares or 0.375 New Square CDIs for each Scheme Share held as at the Record Date, as those terms are defined in the Scheme Booklet.
A copy of the Scheme Booklet, which includes the Notice of Scheme Meeting as Attachment E, is available for download further down the page. The Scheme Booklet contains important information for your consideration about the Scheme, including the Afterpay Directors’ recommendation and matters relevant to your vote on the Scheme, together with an Independent Expert’s Report from Lonergan Edwards & Associates Limited on the Scheme.
The Scheme Meeting is scheduled to be held at 10.00am (AEDT) on Monday, 6 December 2021. As a result of the potential health risks associated with large gatherings and the ongoing COVID-19 pandemic, the Scheme Meeting will be held virtually through an online platform. For full details of how to attend and participate in the virtual Scheme Meeting, please refer to the “How to vote” section of the Scheme Booklet and the Notice of Meeting at Attachment E to the Scheme Booklet.
We recommend that you read the Scheme Booklet in its entirety before deciding how to vote either at the Scheme Meeting or by proxy.
If you have any questions about the Scheme, please call the Afterpay Shareholder Information Line on 1300 229 418 (within Australia) or +61 2 9066 4051 (outside Australia) Monday to Friday (excluding public holidays in Australia) between 9.00am and 5.00pm (AEDT).
|Friday, 5 November 2021||Date of the Scheme Booklet|
|10.00am on Saturday, 4 December 2021||Scheme Meeting proxies – the last date and time by which Proxy Forms (including proxies lodged online), powers of attorney or certificates of appointment of body corporate representatives for the Scheme Meeting must be received by the Afterpay Share Registry.|
|7.00pm on Saturday, 4 December 2021||Voting Record Date – the date and time for determining eligibility to vote at the Scheme Meeting.|
|10.00am on Monday, 6 December 2021||Scheme Meeting
As a result of the potential health risks associated with large gatherings and the ongoing COVID-19 pandemic, the Scheme Meeting will be virtual (online only). There will not be a physical meeting where Afterpay Shareholders or their proxies, attorneys or corporate representatives can attend in person.
Further details relating to the Scheme Meeting are set out in the Frequently Asked Questions section of the Scheme Booklet and in the Notice of Scheme Meeting in Attachment E to the Scheme Booklet.
|IF AFTERPAY SHAREHOLDERS APPROVE THE SCHEME AT THE SCHEME MEETING|
|Friday, 10 December 2021||Second Court Date to approve the Scheme|
|Friday, 10 December 2021||Effective Date – this is the date on which the Scheme comes into effect and is binding on Afterpay Shareholders. Court order lodged with ASIC and announced on ASX.
Afterpay Shares will continue to trade on ASX after the Effective Date. If the Scheme becomes Effective, Afterpay Shareholders who sell their Afterpay Shares after the Effective Date and prior to the Record Date should be aware that they will not receive the Scheme Consideration on the Implementation Date. In addition, investors who acquire Afterpay Shares after the Effective Date should be aware that all Afterpay Shareholders who hold Afterpay Shares on the Record Date (other than Ineligible Foreign Shareholders) will be provided with the Scheme Consideration in exchange for their Afterpay Shares. The exchange ratio is fixed and holders of Afterpay Shares on the Record Date (other than Ineligible Foreign Shareholders) will receive 0.375 New Square Shares or 0.375 New Square CDIs. Square Class A Shares will continue to trade on NYSE between the Effective Date and the Record Date.
|Tuesday, 4 January 2022||Election Date – the latest time and date by which CDI Election Forms and Share Election Forms must be received by the Afterpay Share Registry, only if holders wish to make a Share Election or a CDI Election rather than receive their default Scheme Consideration.|
|Thursday, 6 January 2022||Afterpay Shares will be suspended from trading at the close of trading on ASX on Thursday, 6 January 2022. If the Scheme proceeds, this will be the last day that Afterpay Shares will trade on ASX.|
|Friday, 7 January 2022||Commencement of trading of New Square CDIs on ASX under a symbol to be advised before implementation of the Scheme (deferred settlement basis) .|
|Monday, 10 January 2022||Record Date – determination of entitlement of Scheme Shareholders to receive the Scheme Consideration.|
|Tuesday, 18 January 2022||Implementation Date – all Scheme Shareholders will be provided with the Scheme Consideration to which they are entitled on this date .|
|Wednesday, 19 January 2022||Holding statements or confirmation advice for New Square CDIs will be dispatched.|
|Wednesday, 19 January 2022||Commencement of trading of New Square CDIs on ASX under a symbol to be advised before implementation of the Scheme (normal settlement basis).|
|Wednesday, 19 January 2022||Commencement of cross-border conversions of New Square Shares and New Square CDIs between Australia and the US.|
|Wednesday, 19 January 2022||Commencement of trading of New Square Shares (and Square Class A Shares underlying any New Square CDIs) on NYSE.|
|Thursday, 20 January 2022||DRS statements for New Square Shares will be dispatched.|
If the Scheme is approved by Afterpay Shareholders, but any Conditions Precedent remain outstanding on the scheduled date for the Second Court Hearing, the Second Court Hearing would be delayed until those Conditions Precedent have been satisfied or waived (if applicable).
All dates following the date of the Scheme Meeting are indicative only and are subject to the Court approval process and the satisfaction or, where applicable, waiver of the Conditions Precedent to the implementation of the Scheme (see Key dates section of the Scheme Booklet). All dates and times, unless otherwise indicated, refer to the date and time in Sydney, Australia. Any changes to the above timetable will be announced to ASX and notified on Afterpay’s website.
: The exact number of New Square Securities to be issued to you will not be known until after the Record Date and will not be communicated to you until after you receive your statement or confirmation advice statements following the Implementation Date. Therefore, please be aware that, if you trade in New Square CDIs during the deferred settlement period and prior to your receipt of your holding statement or confirmation advice, you do so at your own risk. See section 7.5(d) of the Scheme Booklet for further details.
: Ineligible Foreign Shareholders will have their New Square Shares issued instead to a Sale Agent. These shares will then be sold by the Sale Agent in the ordinary course of trading on NYSE and the net proceeds of the sale will be paid to the Ineligible Foreign Shareholders promptly afterwards. Refer to section 3.5 of the Scheme Booklet for more details on this process.
- Afterpay Scheme BookletDownload Booklet