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Letter from the Chairman of the Genex IBC

Set out below is a copy of the ‘Letter from the Chairman of the Genex IBC’ included in the Transaction Booklet relating to the Scheme and the Takeover Offer. Please read the Transaction Booklet (available here) carefully and in its entirety as it will assist you in making an informed decision on how to vote on the Scheme and whether to accept the Takeover Offer.

Dear Genex Shareholder,

On 12 April 2024, Genex announced that it had entered into the Transaction Implementation Deed, under which J-POWER has agreed to acquire (through J-POWER Nominee) all of the Genex Shares that J-POWER6 does not already own. This announcement followed Genex’s receipt of the Initial Indicative Proposal and the subsequent Indicative Proposal from J-POWER, both of which were announced to the ASX by Genex on 4 March 2024. See Section 3.1 for more information on the Initial Indicative Proposal, the subsequent Indicative Proposal, and the Genex IBC’s engagement with J-POWER that resulted in the execution of the Transaction Implementation Deed.

The structure of the Transaction involves a simultaneous Scheme and Takeover Offer, under which Genex Shareholders7 will be entitled to receive:

  • cash consideration of $0.275 for each Genex Share held on the Scheme Record Date (Scheme Consideration) if the Scheme is approved by the Requisite Majorities of Genex Shareholders (other than Excluded Genex Shareholders) at the Scheme Meeting and becomes Effective; or
  • cash consideration of $0.270 for each Genex Share accepted into the Takeover Offer (Takeover Consideration) if the Scheme is not approved by the Requisite Majorities of Genex Shareholders (other than Excluded Genex Shareholders) or the Court and the Takeover Offer is declared or otherwise becomes unconditional.

The two alternative and concurrent transactions proposed by J-POWER (being the simultaneous Scheme and Takeover Offer) each involve different approval or acceptance (as applicable) requirements and thresholds and commercial terms, as described below (and in detail in the Transaction Booklet). While there are two alternative transaction structures for the purposes of implementing J-POWER’s acquisition of Genex, only one of these alternatives (either the Scheme or the Takeover Offer) can proceed to completion. This is explained further below.

The Scheme

If the Scheme is approved and implemented, Genex Shareholders (other than Excluded Genex Shareholders) will be entitled to receive the Scheme Consideration of $0.275 in cash for each Genex Share that they hold as at the Scheme Record Date.

The Scheme Consideration represents a:

49%

premium to the closing Genex Share price on the ASX of $0.185 on Friday, 1 March 2024, being the last trading day before Genex’s announcement of its receipt of the Indicative Proposal from J-POWER to the ASX on Monday, 4 March 2024 (the Last Undisturbed Trading Date);

56%

premium to the one-month VWAP of Genex Shares of $0.176 per Genex Share up to (and including) the Last Undisturbed Trading Date;

58%

premium to the three-month VWAP of Genex Shares of $0.174 per Genex Share up to (and including) the Last Undisturbed Trading Date; and

65%

premium to the six-month VWAP of Genex Shares of $0.166 per Genex Share up to (and including) the Last Undisturbed Trading Date.

The Scheme Consideration implies an enterprise value for Genex of $1,035 million,8 an equity value of $381 million,9 and represents an uplift in equity value of approximately 15% to the Initial Indicative Proposal received from J-POWER10.

In order for the Scheme to proceed, it must be approved at a meeting of Genex Shareholders (other than Excluded Genex Shareholders), being the Scheme Meeting, and then by the Court. Implementation of the Scheme is also subject to J-POWER obtaining FIRB approval in respect of the Scheme and the satisfaction or, if applicable, waiver of certain other Scheme Conditions (including the No Material Adverse Change Scheme Condition and Identified Contracts Scheme Condition) described in Section 5.3. A summary of the status of each Scheme Condition the satisfaction of which depends upon the performance of an action by a Third Party (other than the Genex Shareholder Approval Scheme Condition and the Court Approval Scheme Condition) as at the date of the Transaction Booklet is set out in Section 11.12.

For the Scheme to be approved at the Scheme Meeting, the Requisite Majorities of Genex Shareholders (other than Excluded Genex Shareholders) must approve the Scheme Resolution. This requires more than 50% of the eligible Genex Shareholders11 (by number) present and voting at the Scheme Meeting either in person (either by being physically present at the Scheme Meeting venue or attending via the Online Scheme Meeting Platform) or by proxy, attorney or, in the case of corporate Genex Shareholders, its duly appointed corporate representative), and at least 75% of the total number of votes cast at the Scheme Meeting, to be in favour of the Scheme Resolution.

The Takeover Offer

The Takeover Offer, being the alternative transaction to the Scheme under the Transaction, is subject to, amongst other things, the Scheme not being approved by Genex Shareholders at the Scheme Meeting or not being approved by the Court. The Takeover Offer will not proceed if the Scheme is approved by Genex Shareholders and by the Court.

The Takeover Offer is conditional on J-POWER Nominee having a Relevant Interest in at least 50.1% of Genex Shares. Accordingly, the Takeover Offer has a different acceptance threshold than the voting approval threshold required for the Scheme (at the Scheme Meeting) described above. J-POWER Nominee cannot waive the 50.1% Minimum Acceptance Takeover Condition without Genex’s prior written consent, other than in the circumstances described in Section 6.9(d)(ii). The Takeover Offer is also conditional on J-POWER Nominee obtaining FIRB approval in respect of the Takeover Offer and the satisfaction or, if applicable, waiver of certain other Takeover Conditions (including the No Material Adverse Change Takeover Condition and Identified Contracts Takeover Condition) set out in Section 6.8. A summary of the status of each Takeover Condition (other than the Scheme Fails Takeover Condition and the 50.1% Minimum Acceptance Takeover Condition) as at the date of the Transaction Booklet is set out in Section 11.12.

Under the Takeover Offer, accepting Genex Shareholders are entitled to receive $0.270 in cash per Genex Share if the Takeover Conditions are fulfilled or, if applicable, waived.

The Takeover Consideration represents a:

46%

premium to the closing Genex Share price on the ASX of $0.185 on the Last Undisturbed Trading Date (being Friday, 1 March 2024);

53%

premium to the one-month VWAP of Genex Shares of $0.176 per Genex Share up to (and including) the Last Undisturbed Trading Date;

56%

premium to the three-month VWAP of Genex Shares of $0.174 per Genex Share up to (and including) the Last Undisturbed Trading Date; and

62%

premium to the six-month VWAP of Genex Shares of $0.166 per Genex Share up to (and including) the Last Undisturbed Trading Date.

The Takeover Consideration implies an enterprise value for Genex of $1,028 million,12 an equity value of $374 million,13 and represents an uplift in equity value of approximately 15% to the Initial Indicative Proposal received from J-POWER14.

Genex IBC’s unanimous recommendation

The Genex IBC is an independent committee of the Genex Board that was established to (among other related matters) consider and evaluate the Initial Indicative Proposal, the Indicative Proposal and the proposed Transaction. The Genex IBC comprises all Genex Directors, other than J-POWER’s representative and nominee to the Genex Board, Mr Kenichi Seshimo. On the basis that Mr Seshimo is J-POWER’s representative and nominee to the Genex Board (and, therefore, the Genex IBC does not consider Mr Seshimo to be an independent Genex Director for the purposes of the Transaction), Mr Seshimo:

  • has recused himself from (and has not participated in any) Genex Board meetings or other discussions relating to the Transaction (or the Genex Board’s consideration of it or the Initial Indicative Proposal or the subsequent Indicative Proposal); and
  • abstains from giving a recommendation to Genex Shareholders in respect of the Transaction.

The Genex IBC has carefully considered the Transaction and unanimously believes that it is in the best interests of Genex Shareholders (as a whole).

The Genex IBC unanimously recommends that:

Genex Shareholders (other than Excluded Genex Shareholders) vote in favour of the Scheme at the Scheme Meeting, in the absence of a Superior Proposal and subject to the Independent Expert continuing to conclude that the Scheme is fair and reasonable and in the best interests of Genex Shareholders (other than Excluded Genex Shareholders); and

Genex Shareholders accept the Takeover Offer, in the absence of a Superior Proposal and subject to the Independent Expert continuing to conclude that the Takeover Offer is fair and reasonable. 15

Subject to those same qualifications, each Genex IBC Member intends to:

  1. vote, or cause to be voted, all of that Genex IBC Member’s Genex IBC Member Shares16 in favour of the Scheme at the Scheme Meeting; and
  2. accept, or procure the acceptance of, the Takeover Offer in respect of all of that Genex IBC Member’s Genex IBC Member Shares.17

The key reasons for the Genex IBC’s recommendations are set out below:

(a)   The Genex IBC unanimously considers the Transaction to be in the best interests of Genex Shareholders (as a whole). In reaching this conclusion, the Genex IBC considered the value and certainty of the Transaction (which involves all cash consideration) relative to the long-term fundamental value of Genex, the risks in relation to the delivery of its projects currently under construction and in its development pipeline, and alternative options to deliver value to Genex Shareholders (as a whole), including continuing to deliver on growth opportunities as a standalone, ASX-listed company. In undertaking its assessment of the Transaction, the Genex IBC has considered, amongst other factors:

  1. the scarcity value of Genex’s renewable energy generation and energy storage assets;

  2. the anticipated completion of the 250MW/2,000MWh Kidston Pumped Storage Hydro Project (with energisation expected to occur in Q1 CY2025);

  3. the cashflow profile of Genex’s 150MW of existing generation and storage assets in operation, including:

    1. the 50MW/100MWh Bouldercombe Battery Project, which commenced full commercial operations in November 2023; and
    2. Genex’s two operating solar farms at Kidston and Jemalong, with Jemalong’s output currently being uncontracted and therefore exposed to the underlying pricing dynamics of wholesale electricity markets and the markets for LGCs;

  4. the value embedded in Genex’s 2.3GW development pipeline of renewable energy and storage projects, including the up to 258MW Kidston Stage-3 Wind Project and the up to 2GW multi-stage Bulli Creek Battery and Solar Project, with the first stage targeting a large-scale solar farm of up to 775MW, followed by a battery energy storage system (BESS) stage of approximately 400MW/1,600Wh;

  5. the risks inherent in the development, financing, construction and operation of large-scale renewable energy generation and energy storage projects; and

  6. the need for further capital for Genex to fully fund its development pipeline, which may not be available on terms favourable to Genex, or may be highly dilutive to Genex Shareholders in the case of additional equity funding.

Following consideration of these matters, the Genex IBC unanimously concluded that the Transaction is the most attractive option for Genex Shareholders (as a whole), as the Scheme Consideration (or Takeover Consideration) recognises the value of Genex and provides certainty of value for Genex Shareholders (other than Excluded Genex Shareholders) by way of cash consideration and allows them to cease to be exposed to the risks associated with an ongoing investment in Genex and the execution of Genex’s long-term strategy.

(b)   The Independent Expert has concluded that, in respect of the Scheme, it is fair and reasonable and hence in the best interests of Genex Shareholders (other than Excluded Genex Shareholders) and, in respect of the Takeover Offer, it is fair and reasonable to Genex Shareholders (other than Excluded Genex Shareholders and any other Genex Shareholders that are Associates of J-POWER Nominee), in each case in the absence of a superior alternative proposal emerging.

(c)   The Scheme Consideration of $0.275 per Genex Share, and the Takeover Consideration of $0.270 per Genex Share, each represents a significant premium to recent undisturbed trading prices of Genex Shares (as described above).

(d)   The all-cash Scheme Consideration or Takeover Consideration provides Genex Shareholders18 with certain and immediate value for their Genex Shares and allows them to cease to be exposed to the risks associated with an ongoing investment in Genex and the execution of Genex’s long-term strategy, including:

  1. the possibility of construction-related delays, cost overruns or disputes in relation to Genex’s construction and development projects;
  2. the need to raise further capital to fully fund Genex’s development pipeline, which may not be available on terms favourable to Genex, or may be highly dilutive to Genex Shareholders in the case of additional equity funding;
  3. regulatory risks, including changes in the design and rules of the existing energy market, which may impact Genex’s business performance or the feasibility of its development projects; and
  4. fluctuations in commodity prices (in particular, fluctuations in pricing in wholesale electricity markets and the prices for LGCs), which could adversely affect Genex’s revenue and future financial performance.

Further details of the risks outlined above, as well as other general and specific risks of an investment in Genex, are set out in Sections 9.2 and 9.3 of the Transaction Booklet.

(e)   Every vote in favour of the Scheme will increase the likelihood of all Genex Shareholders (other than Excluded Genex Shareholders) receiving the additional $0.005 of value per Genex Share available under the Scheme compared to under the Takeover Offer. Similarly, every Genex Shareholder’s acceptance of the Takeover Offer increases the likelihood that the 50.1% Minimum Acceptance Takeover Condition will be fulfilled and that, in the absence of a successful Scheme, the Takeover Offer will proceed.19

(f)   No Superior Proposal has emerged as at the date of the Transaction Booklet.

(g)   The Transaction allows Genex Shareholders20 to sell their entire holding of Genex Shares.

(h)   If the Scheme does not become Effective and the Takeover Offer does not proceed21, and no comparable proposal to the Transaction or Superior Proposal emerges, the Genex Share price may fall to a price that is below the Scheme Consideration or Takeover Consideration (including, potentially, to a price that is equal to or below the Genex Share price on the Last Undisturbed Trading Date), at least in the near-term.

(i)   No brokerage or stamp duty will be payable by you on the transfer of your Genex Shares to J-POWER Nominee under the Transaction.

However, factors which may lead a Genex Shareholder to vote against the Scheme Resolution, or not accept the Takeover Offer, include:

(a)   they may disagree with the Genex IBC’s unanimous recommendation and the Independent Expert’s conclusion and believe that either the Scheme or the Takeover Offer (or the Transaction as a whole) is not in their best interests or is not fair and/or not reasonable;

(b)   they may prefer to retain their Genex Shares and have the opportunity to participate in the future financial performance of Genex as a standalone, ASX-listed company;

(c)   they may wish to maintain an investment in an ASX-listed company with the specific characteristics of Genex in terms of industry, operations, profile, size and capital structure;

(d)   the tax consequences of the Transaction may not suit their current financial position; and/or

(e)   they may believe that there is potential for a Superior Proposal to be made in the foreseeable future (however, as at the date of the Transaction Booklet, no Superior Proposal has emerged).

Further details on the recommendation given by the Genex IBC, and the reasons for that recommendation (together with possible reasons to not vote in favour of or accept, and other matters that may be relevant to a Genex Shareholder’s (other than an Excluded Genex Shareholder’s) vote on, or acceptance of, the Transaction) are contained in Section 3 (Key considerations for Genex Shareholders in relation to the Transaction) of the Transaction Booklet.

The interests of the Genex IBC Members in Genex Shares and the Transaction are disclosed in Section 11 (Additional information). Genex Shareholders should have regard to these interests when considering the Genex IBC Members’ unanimous recommendation in respect of the Transaction, which appears throughout the Transaction Booklet.22 The Genex IBC Members (other than, in each case, the relevant Genex IBC Member) consider that, despite each Genex IBC Member’s interest(s) disclosed in Section 11 (Additional information), it is important and appropriate for each Genex IBC Member to make a recommendation to Genex Shareholders in respect of the Transaction, given: (i) the importance of the Transaction and his or her respective role as a Genex Director and Genex IBC Member; (ii) his or her knowledge of Genex and the industry in which it operates; and (iii) that, in their view, Genex Shareholders would likely want to know the recommendation of each Genex IBC Member in respect of the Transaction.

Independent Expert’s conclusion

The Genex IBC appointed Grant Thornton as the Independent Expert to assess the merits of the Transaction.

The Independent Expert has concluded that:

  • the Scheme is fair and reasonable and hence in the best interests of Genex Shareholders (other than Excluded Genex Shareholders) in the absence of a superior alternative proposal emerging; and
  • the Takeover Offer is fair and reasonable to Genex Shareholders (other than Excluded Genex Shareholders and any other Genex Shareholders that are Associates of J-POWER Nominee) in the absence of a superior alternative proposal emerging.

The Independent Expert has concluded that the fair market value of Genex on a 100% ownership and control basis is in the range of $0.223 and $0.290 per Genex Share. Each of the Scheme Consideration and the Takeover Consideration is within this valuation range.

A complete copy of the Independent Expert's Report is included as Attachment A to the Transaction Booklet, and you are encouraged to read that report in full.

Next steps (including how to vote at the Scheme Meeting and how to accept the Takeover Offer)

Your vote on the Scheme Resolution is important and will determine the future ownership of Genex, as well as the availability of the additional $0.005 value per Genex Share of consideration under the Scheme compared to the Takeover Offer. The Genex IBC strongly encourages each Genex Shareholder (other than Excluded Genex Shareholders) to vote at the Scheme Meeting because every vote in favour of the Scheme will increase the likelihood of all Genex Shareholders (other than Excluded Genex Shareholders) receiving the additional $0.005 of value per Genex Share available under the Scheme compared to the Takeover Offer. For those Genex Shareholders to have the ability to receive the additional $0.005 of value per Genex Share available under the Scheme (compared to the Takeover Offer), the Requisite Majorities of Genex Shareholders must vote in favour of the Scheme Resolution.

You should read the Transaction Booklet carefully and in its entirety before making any decision in relation to the Scheme or the Takeover Offer and, if required, seek independent advice if you are in any doubt as to what action to take in relation to the Transaction.

While you may vote in favour of the Scheme Resolution and accept the Takeover Offer at the same time, as the terms of the Transaction determine whether the Scheme will be implemented or the Takeover Offer will proceed, you should be aware that accepting the Takeover Offer now will restrict your ability to sell or transfer your Genex Shares to another person (including selling your Genex Shares on the ASX or accepting any takeover bid from a competing bidder that may be made after the date of the Transaction Booklet)23 unless you are entitled to withdraw your acceptance24. However, even where you accept the Takeover Offer, please make sure you also vote on the Scheme Resolution.

Vote on the Scheme

The Genex IBC unanimously recommends that Genex Shareholders (other than Excluded Genex Shareholders) vote in favour of the Scheme at the Scheme Meeting, in the absence of a Superior Proposal and subject to the Independent Expert continuing to conclude that the Scheme is fair and reasonable and in the best interests of Genex Shareholders (other than Excluded Genex Shareholders).

The Scheme can only be implemented if it is approved by the Court and also approved by Genex Shareholders (other than Excluded Genex Shareholders) by the Requisite Majorities at the Scheme Meeting, which is scheduled to be held at 10:00am (Sydney time) on Tuesday, 16 July 2024. The Scheme Meeting will be held as a hybrid meeting, meaning that Genex Shareholders can attend, participate in and vote at the Scheme Meeting (to the extent entitled) in person at the office of Gilbert + Tobin, Level 35, Tower Two, International Towers, 200 Barangaroo Avenue, Barangaroo NSW 2000 or, alternatively, through the Online Scheme Meeting Platform. You can also vote on the Scheme by appointing a proxy, attorney or, if you are a body corporate, a duly appointed corporate representative to attend and vote on your behalf. If you do not wish to, or are unable to, attend the Scheme Meeting (whether in person or through the Online Scheme Meeting Platform), I encourage you to vote by appointing a proxy by completing the Scheme Meeting Proxy Form and lodging it in one of the ways described in the subsection of Section 2.1 of the Transaction Booklet below entitled “Voting by proxy” by 10:00am (Sydney time) on Sunday, 14 July 2024. Even if you plan to attend the Scheme Meeting, you are still encouraged to submit a directed proxy in advance of the Scheme Meeting so that your vote on the Scheme Resolution can still be counted if you encounter any issues in attending the Scheme Meeting. If you attend the Scheme Meeting (whether in person or through the Online Scheme Meeting Platform) and vote in your capacity as a Genex Shareholder, any votes cast by your proxy or attorney (if any) will not be counted.

Detailed instructions on how to attend, participate in and vote at the Scheme Meeting are set out in Section 2.1 of the Transaction Booklet and the Notice of Scheme Meeting at Attachment B of the Transaction Booklet.

Decide whether to accept the Takeover Offer

The Genex IBC unanimously recommends that Genex Shareholders accept the Takeover Offer, in the absence of a Superior Proposal and subject to the Independent Expert continuing to conclude that the Takeover Offer is fair and reasonable.

The Takeover Offer is currently scheduled to close on Wednesday, 14 August 2024 (unless it is extended or withdrawn).

The Takeover Offer made to you may be accepted by completing the personalised Takeover Acceptance Form that accompanies the Transaction Booklet and returning it to one of the postal, delivery or email addresses shown on the form before the Takeover Offer closes.

If you hold your Genex Shares in a CHESS Holding, you may alternatively accept the Takeover Offer by instructing your Controlling Participant (usually your stockbroker) to initiate acceptance on your behalf. However, if you are a Participant, acceptance of the Takeover Offer must be initiated in accordance with Rule 14.14 of the ASX Settlement Operating Rules before the Takeover Offer closes.

Detailed instructions on how to accept the Takeover Offer are set out in Sections 2.2 and 6.4 of the Transaction Booklet and the personalised Takeover Acceptance Form enclosed with the Transaction Booklet.

Further information

The Transaction Booklet sets out important information relating to the Scheme and the Takeover Offer, including the reasons for the Genex IBC Members’ unanimous recommendation, and the Independent Expert’s Report. It also sets out some of the reasons why you may wish to vote against the Scheme Resolution or not accept the Takeover Offer.

Please read the Transaction Booklet carefully and in its entirety as it contains important information that you should consider before you vote on the Scheme Resolution and decide whether or not to accept the Takeover Offer. I also encourage you to seek independent legal, financial, taxation and other suitable professional advice before making an investment decision in relation to your Genex Shares.

If you have any questions regarding the Transaction or the Transaction Booklet, you should contact the Genex Shareholder Information Line on 1300 290 691 (within Australia) or +61 2 9066 4081 (outside Australia), Monday to Friday (excluding public holidays) between 9:00am and 5:00pm (Sydney time).

On behalf of the Genex IBC, I would like to take this opportunity to thank you for your ongoing support and I look forward to your participation.

Yours sincerely,

Dr Ralph Craven
Independent, Non-executive Chairman
Genex Power Limited

‍

‍

  1. Together with the Excluded Genex Shareholders. An Excluded Genex Shareholder is a Genex Shareholder who is a J-POWER Group Member or who holds Genex Shares on behalf of, or for the benefit of, a J-POWER Group Member. See Section 5.4(c) for more information.
  2. Other than, in respect of the Scheme, Excluded Genex Shareholders and, in respect of the Takeover Offer, J-POWER Nominee.
  3. Implied enterprise value based on Scheme Consideration of $0.275 per Genex Share, 1,385,177,140 Genex Shares on issue (being the number of Genex Shares on issue as at the date of the Transaction Booklet), and Genex’s net debt of $654 million as at 31 December 2023.
  4. Implied equity value based on Scheme Consideration of $0.275 per Genex Share, multiplied by 1,385,177,140 Genex Shares on issue (being the number of Genex Shares on issue as at the date of the Transaction Booklet).
  5. Implied equity value under the Initial Indicative Proposal of $332.4 million based on consideration on implementation of a scheme of arrangement equivalent to the Scheme of $0.240 per Genex Share, multiplied by 1,385,177,140 Genex Shares on issue (being the number of Genex Shares on issue as at the date of the Initial Indicative Proposal).
  6. Other than Genex Excluded Shareholders.
  7. Implied enterprise value based on Takeover Consideration of $0.270 per Genex Share, 1,385,177,140 Genex Shares on issue (being the number of Genex Shares on issue as at the date of the Transaction Booklet), and Genex’s net debt of $654 million as at 31 December 2023.
  8. Implied equity value based on Takeover Consideration of $0.270 per Genex Share, multiplied by 1,385,177,140 Genex Shares on issue (being the number of Genex Shares on issue as at the date of the Transaction Booklet).
  9. Implied equity value under the Initial Indicative Proposal of $332.4 million based on consideration on implementation of a scheme of arrangement equivalent to the Scheme of $0.240 per Genex Share, multiplied by 1,385,177,140 Genex Shares on issue (being the number of Genex Shares on issue as at the date of the Initial Indicative Proposal).
  10. In considering this recommendation of the Genex IBC, Genex Shareholders should have regard to the interests of the Genex IBC Members in Genex Shares and interests in the Transaction, which are set out in Section 11 (Additional Information) of the Transaction Booklet
  11. Being, in respect of a Genex IBC Member, any Genex Shares (a) held by or on behalf of, or Controlled by, that Genex IBC Member, or (b) in which that Genex IBC Member otherwise has a Relevant Interest and, in respect of which the Genex IBC Member has the power to exercise, or control the exercise of, the voting rights attached to those Genex Shares.
  12. As at the date of the Transaction Booklet, Dr Ralph Craven has 1,048,188 Genex IBC Member Shares (representing approximately 0.08% of the Genex Shares on issue), Ms Teresa Dyson has 585,856 Genex IBC Member Shares (representing approximately 0.04% of the Genex Shares on issue), Mr Simon Kidston has 8,663,827 Genex IBC Member Shares (representing approximately 0.63% of the Genex Shares on issue) and Mr Ben Guo has 2,420,681 Genex IBC Member Shares (representing approximately 0.17% of the Genex Shares on issue).
  13. Other than, in respect of the Scheme, Excluded Genex Shareholders and, in respect of the Takeover Offer, J-POWER Nominee.
  14. J-POWER Nominee reserves the right to waive the 50.1% Minimum Acceptance Takeover Condition subject to J-POWER Nominee having a Relevant Interest in at least 40% of the Genex Shares on issue and provided that the waiver of the 50.1% Minimum Acceptance Takeover Condition (together with the waiver of any other applicable Takeover Conditions at the same time as such waiver) causes acceptances under any Takeover Acceptance Facility (including the Institutional Acceptance Facility) to be unable to be withdrawn or, otherwise, with the prior written consent of Genex. For the purpose of determining whether J-POWER Nominee has a Relevant Interest in at least 40% of the Genex Shares on issue such that it may waive the 50.1% Minimum Acceptance Takeover Condition, J-POWER Nominee’s Relevant Interest is to be determined as if section 609A of the Corporations Act (which, in summary, provides that J-POWER Nominee will not have acquired a Relevant Interest in any Genex Shares ‘accepted into’ a Takeover Acceptance Facility) was omitted from the Corporations Act and disregarded in relation to a Takeover Acceptance Facility (including the Institutional Acceptance Facility). See Section 6.9(d)(ii) for more information.
  15. Other than, in respect of the Scheme, Excluded Genex Shareholders and, in respect of the Takeover Offer, J-POWER Nominee.
  16. That is, the Takeover Offer is not declared (or does not otherwise become) unconditional and J-POWER Nominee does not acquire any Genex Shares under the Takeover Offer.
  17. As at the date of the Transaction Booklet, Dr Ralph Craven has 1,048,188 Genex IBC Member Shares (representing approximately 0.08% of the Genex Shares on issue), Ms Teresa Dyson has 585,856 Genex IBC Member Shares (representing approximately 0.04% of the Genex Shares on issue), Mr Simon Kidston has 8,663,827 Genex IBC Member Shares (representing approximately 0.63% of the Genex Shares on issue) and Mr Ben Guo has 2,420,681 Genex IBC Member Shares (representing approximately 0.17% of the Genex Shares on issue). In addition:

    (a)    each Genex IBC Member is entitled to receive the Genex Option Cancellation Consideration as consideration for the cancellation of their Genex Options in connection with the Scheme or the Takeover Offer (see Section 11.4(a) for more information, including regarding the circumstances in which the Genex Option Cancellation Consideration is payable);
    ‍
    (b)    Dr Ralph Craven is entitled to receive the Genex Chairman Special Exertion Payment of an amount equal to $200,000 (plus superannuation) (see Section 11.7(c) for more information, including regarding the circumstances in which the Genex Chairman Special Exertion Payment is payable); and
    ‍
    (c)    Special Exertion Fees are payable by Genex to each Non-executive Genex Director who is a Genex IBC Member in recognition of those Non-executive Genex Directors’ increased workload and time commitment (in excess of that required for Genex’s ordinary business requirements) in connection with the Transaction (see Section 11.7(b) for more information).
  18. As at the date of the Transaction Booklet, no Competing Proposal has been received by the Genex IBC (or has otherwise emerged) and the Genex IBC Members are not aware of any Competing Proposal that is likely to emerge.
  19. The circumstances in which you may revoke your acceptance of the Takeover Offer are set out in Sections 6.6(a) and 6.6(b) of the Transaction Booklet.

The independent committee of the Genex Board, the Genex IBC, unanimously recommends that you vote in favour of the Scheme and accept the Takeover Offer, subject to the qualifications set out in the Transaction Booklet.

Appoint a Proxy for the Scheme Meeting
Accept Takeover Offer Now
Capitalised terms used, but not otherwise defined, on this page have the meanings given to them in the Transaction Booklet in respect of the Transaction dated 6 June 2024.
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