Project Transform: A Transformation of Great Proportions
Great Southern limited (GSL) has announced a proposal to convert the Project Interest of investors in eight of its Plantations and Cattle managed investment schemes to shares in GSL (ASX code: GTP). The affected Projects are the 1998-2003 Plantations Projects and the 2006 & 2007 Beef Cattle Projects.
Great Southern Limited believes the successful implementation of the proposal is in the best interests of all stakeholders; Project Investors in the selected Projects, shareholders, as well as investors in other Great Southern investments.
Implementation of the proposal is subject to the positive vote of investors in the selected Projects and shareholders.
This page provides more information on the proposal and how to vote.
Project Transform Summary
Project Investment Returns Summary
Project Investor Vote
Individual Offer for Project Investors
Taxation Implications to Project Investors
Finance Arrangements
Shareholder Vote
Shareholder Notice of Meeting
Explanatory Memorandum and Full IERs
Independent Research
Contact Us
Project Transform Summary
The following document provides an overview if the transaction and outlines the ‘new Great Southern’.
Project Investment Returns Summary
The following documents are designed to assist Project Investors in understanding their investment returns. If you are looking for more detail on the factors that have affected your estimated return please download the appropriate document.
1998-2003 Plantations Projects Understanding Your Investment Returns
2006-2007 Beef Cattle Projects Understanding Your Investment Returns
Project Investor Vote
Voting by Project investors can take place in two ways.
At meeting: You can attend the Meeting of Project Investors to be held at the Parmelia Hilton, 14 Mill Street, Perth, WA on Monday 1 December 2008 at 9.00am (WDT).
By Proxy: If project investors do not intend attending meetings and would like to vote by proxy, the green proxy form attached to the explanatory memorandum received by project investors must be completed and received by Computershare Investor Services Pty Limited by 9.00am (WDT) on 28 November 2008. Proxies can be posted to GPO Box 242 Melbourne Victoria 3001 Australia or faxed to (08) 9323 2033.
Project investors should complete section 1 on the proxy form by either ticking the Chairman's' box or by inserting the name of their nominated proxy. If neither the Chairman, nor a nominated proxy is selected by the project investor, the proxy will default to the Chairman.
- Directed proxies If a project investor nominates the Chairman as their proxy and directs the Chairman how to vote, the Chairman will follow the project investor's instructions.
- Undirected proxies If a project investor nominates the Chairman as their proxy but does not direct the Chairman how to vote, then the Chairman currently intends to vote all undirected proxies in favour of the resolutions. If circumstances or events cause the GSMAL Independent Directors to change their recommendation in respect of a Scheme, the Chairman may reconsider how he will vote the undirected proxies for that Scheme. Any change to the Chairman's proxy voting intentions will be disclosed on this website."
If you have already voted and would like to change your vote you can do so by contacting the Project Investor Information Line on 1300 652 672 and asking to withdraw your vote and for new Proxy forms to be issued to you.
All Project Investors are strongly encouraged to vote either by completing the Proxy form or by attending the Investor vote.
Individual Offer for Project Investors
In addition to the scheme proposal, Project Investors have also received an individual offer. Accepting this offer will mean the Project Investor will convert their investment (under the same terms as the scheme proposal) to shares, regardless of the outcome of the scheme proposal.
To accept the individual offer Project Investors must complete the blue Acceptance Form issued to them with the Explanatory Memorandum in early November. It must be received by Great Southern Limited, 16 Parliament Place West Perth WA by 5.00pm (WDT) on 11 December 2008.
Project Investors have the opportunity to withdraw their acceptance by notice in writing at any time up to 5.00pm (WDT) on 11 December 2008.
Taxation Implications to Project Investors
The Explanatory Memorandum provides KPMG’s Independent Taxation Opinion, and Project Investors are encouraged to review this.
If you would prefer to review the summary, please select as appropriate:
Consideration and Tax Guidance for Great Southern Plantations Projects
Consideration and Tax Guidance for Great Southern Beef Cattle Projects
Finance Arrangements
To minimise the impact of the transaction on Project Investors with outstanding loans, Bendigo and Adelaide Bank or Great Southern will seek to convert security on their loan from their woodlots or Droves to shares in Great Southern. Should the Scheme Proposals or the individual offer be accepted, affected Project Investors with loans from Great Southern or Bendigo and Adelaide Bank will be sent documentation to effect this change. They will be asked to sign the material and return it.
If you have a loan secured against your Project, other than with Bendigo and Adelaide Bank or Great Southern Finance, you should contact your loan provider and/or financial adviser to discuss the implications of this Proposal.
The finance documents are available below for download below:
Great Southern Finance Mortgage and Amendment Deed
ABL Nominees Mortgage and Amendment Deed
Shareholder Vote
Voting by shareholders can take place in two ways.
By Proxy: Completing and returning the proxy form that was enclosed with the Notice of Meeting issued on 28 October so that the form is received at Computershare, GPO Box 242, Melbourne, Victoria 3001 or at Great Southern Limited’s offices, 16 Parliament Place, West Perth, WA 6005 by mail or facsimile within Australia to 1800 783 447 and outside of Australia to (61) (3) 9473 2555 by no later than 10am (Australian Western Daylight Time) on 2 December 2008.
At Meeting: Alternatively, you can attend the shareholder meeting at 10 am (Australian Western Daylight Time) on Thursday 4 December 2008, at the Parmelia Hilton, 14 Mill Street, Perth, Western Australia.
All shareholders are strongly encouraged to vote either by completing the Proxy form or by attending the shareholder vote.
Shareholder Notice of Meeting
The Notice of Meeting was issued to all Shareholders on 28 October. If you have not received your copy, with the proxy forms, please contact the Shareholder Information Line on 1300 728 127 from within Australia or +61 3 9415 4193 from outside Australia during office hours.
An electronic copy of the Notice of Meeting can be found here.
Explanatory Memorandum and Full IERs
The Explanatory Memorandum (EM) was issued to investors in the selected Projects in early November. A separate EM was issued for each Project, therefore investors holding multiple Projects investments would have received multiple EMs. Individual voting forms, for both the Scheme Proposal and the Individual Offer will need to be completed for each Project Investment.
Electronic copies of the EMs and full Independent Expert Reports can be found here.
If you believe you should have received an EM and have not, please contact the Project Investor Information Line on 1300 652 672 (toll free) from within Australia or +61 9415 4884 from outside Australia during office hours.
Independent Research
Click on the research report below to download a copy of the report.
Austock Securities research report
Australian Agribusiness Group research report
Macquarie Research report
Adviser Edge research report - Plantations
Adviser Edge research report - Cattle
Lonsec research report
Contact Us
For further information please contact us on the following numbers during office hours
Project Investors
(within Australia) 1300 652 672 (toll free)
(outside Australia) +61 9415 4884
Shareholders
(within Australia) 1300 728 127
(outside Australia) +61 3 9415 4193