Ludowici Limited : 04/04/2012 - Court Approves Release of Scheme Booklet and Scheme Meeting (0.07355403900146484 Mb)

4 April 2012 COURT APPROVES RELEASE OF SCHEME BOOKLET AND CONVENING OF SCHEME MEETING

As announced on 16 February 2012, Ludowici Limited (Ludowici) has entered into a Scheme Implementation Agreement under which it is proposed that FLSmidth & Co. A/S, through its Australian subsidiary FLSmidth Pty Ltd, would acquire all the shares in Ludowici, subject to a number of conditions, including Ludowici Shareholder and Court approvals (Scheme).
The Federal Court of Australia (Court) has today approved the convening of a meeting of Ludowici
Shareholders (Scheme Meeting) to consider and vote on the Scheme.
The Court also approved, for distribution to Ludowici Shareholders, the Scheme Booklet relating to the proposed Scheme. It includes a report prepared by Grant Thornton (Independent Expert) who was appointed by Ludowici to provide an opinion as to whether the Scheme is in the best interests of Ludowici Shareholders.
The Independent Expert has assessed the market value of Ludowici shares on a control basis to be in the range of $6.80 to $8.08 per Ludowici Share. The total Cash Proceeds of $11.00 per Ludowici Share (less the amount of any dividend or distribution declared, determined or paid by Ludowici prior to implementation of the Scheme, including the Ordinary Dividend of $0.11 and any Special Dividend) is above the value range assessed by the Independent Expert. The Independent Expert considers that the Scheme is fair and reasonable and therefore has concluded that it is in the best interest of Ludowici Shareholders. The Independent Expert considered various reasons and valuation methodologies in forming its conclusion and the full reasons will be provided in the Independent Expert's Report which will be included in the Scheme Booklet.
The Scheme Booklet will be mailed to Ludowici Shareholders following the Registration of the Scheme Booklet with the Australian Securities and Investment Commission (ASIC) and lodgement with the ASX.
The Scheme Meeting will be held at 10:30am on 31 May 2012 at the offices of Gilbert + Tobin, 2 Park Street, Sydney 2000. Other key events and the expected timing in relation to the approval and implementation of the Scheme are set out in the table below.

Scheme Booklet despatched to Ludowici Shareholders	10 April 2012
Date of Scheme Meeting and Ludowici AGM	31 May 2012
Announcement of any Special Dividend*	1 June 2012
Second Court hearing to approve the Scheme	8 June 2012

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Effective Date of Scheme: Ludowici Shares suspended from trading	12 June 2012
Time and date for determining entitlement to receive the Special Dividend*	7:00pm, 19 June 2012
Date on which the Special Dividend will be paid to Ludowici Shareholders who are on the register*	25 June 2012
Time and date for determining entitlements under the Scheme	7:00pm 26 June 2012
Implementation of Scheme	3 July 2012

* The Special Dividend is subject to certain conditions including the Scheme becoming effective and the board determining that the Special Dividend is payable.
All dates following the date of the Scheme Meeting are indicative only and subject to the Court approval process, ASX approval and the satisfaction or, where applicable, waiver of the conditions precedent to the implementation of the Scheme. If there is a delay in obtaining the required South African or Australian regulatory approvals, the Second Court Date (and possibly the date of the Scheme Meeting) may be postponed to a later date and if so, subsequent dates (including the Implementation Date and the date you will be paid your Scheme Consideration) in the timetable above will also be deferred.
A further announcement attaching the Scheme Booklet will be released by Ludowici following its registration with ASIC.
Phil Arnall Chairman Ludowici Limited

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