2021 Extraordinary General Meeting

Tuesday, 14 December 2021
9:00am (AEDT)

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 at 10:00am on Monday, 6 December 2021 was opened and adjourned. The adjourned Scheme Meeting will be held at 10.00am (AEDT) on Tuesday, 14 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.

An additional document relevant to your vote in relation to the Afterpay Scheme of Arrangement was released on ASX and dispatched to Afterpay shareholders on Tuesday, 7 December 2021 (Additional Document).

You can access the additional document here.

The Additional Document is important and requires your immediate attention. You should read the Additional Document carefully, in its entirety and in conjunction with the Afterpay Scheme Booklet dated 5 November 2021, before deciding whether or not to vote in favour of the resolution to approve the Scheme.

Further Information

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).

Milestone Timing
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. 9.00am (AEDT) on Sunday, 12 December 2021
Voting Record Date – the date and time for determining eligibility to vote at the Scheme Meeting. 7.00pm (AEDT) on Sunday, 12 December 2021
Scheme Meeting 9.00am (AEDT) on Tuesday, 14 December 2021
Second Court Date to approve the Scheme 17 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.

Investors should be aware that Afterpay Shares will continue to trade on ASX after the Effective Date but the Scheme will remain subject to the Condition Subsequent being satisfied. Only 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. A Record Date will not be set unless and until the Condition Subsequent has been satisfied.

17 December 2021
Announcement of receipt of Bank of Spain approval, Condition Subsequent is satisfied, implementation dates announced on ASX and published on Afterpay website (Bank of Spain Announcement)

If the Condition Subsequent is satisfied, Afterpay Shareholders who sell their Afterpay Shares after the Bank of Spain Announcement date and prior to the Record Date should be aware that they will not receive the Scheme Consideration on the Implementation Date. Investors who acquire Afterpay Shares after the Bank of Spain Announcement 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 Bank of Spain Announcement date and the Record Date.

On receipt of Bank of Spain approval and satisfaction of the Condition Subsequent
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.

Shareholders wishing to make an election away from the default Scheme Consideration should ensure their CDI Election Forms and Share Election Forms are submitted as soon as possible. Such forms must be returned by the Election Date, which will be 5:00pm (AEDT) two trading days after the Bank of Spain Announcement, but not before 17 January 2022.

5.00pm (AEDT) on the date that is two trading days after the Bank of Spain Announcement (but in any event no earlier than 17 January 2022)
Afterpay Shares suspended from trading. If the Scheme proceeds, this will be the last day that Afterpay Shares will trade on ASX. Two trading days after Election Date
Commencement of trading of New Square CDIs on ASX under a symbol to be advised before implementation of the Scheme (deferred settlement basis). The trading day after Afterpay Shares suspended from trading
Record Date – determination of entitlement of Scheme Shareholders to receive the Scheme Consideration. 5:00pm two trading days after the Afterpay Shares are suspended from trading (but in any event, not before 21 January 2022)
Implementation Date – all Scheme Shareholders will be provided with the Scheme Consideration to which they are entitled on this date. Five business days after the Record Date
Holding statements or confirmation advice for New Square CDIs will be dispatched The trading day after the Implementation Date
Commencement of trading of New Square CDIs on ASX under a symbol to be advised before implementation of the Scheme (normal settlement basis). The trading day after the Implementation Date
Commencement of cross-border conversions of New Square Shares and New Square CDIs between Australia and the US. The trading day after the Implementation Date
Commencement of trading of New Square Shares (including Square Class A Shares underlying any New Square CDIs) on NYSE. The trading day after the Implementation Date
DRS statements for New Square Shares will be dispatched. Two trading days after the Implementation Date

 

 

2021 Extraordinary General Meeting

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