Xref Ltd · ASX:XF1
Xref — Merger or Acquisition (February 2025)
20 slides from Xref's merger presentation, Feb 3, 2025
Slide 1: Scheme Meeting Chairman's Address and Presentation
ASX ANNOUNCEMENT: 3rd February 2025 Xref Limited (ASX: XF1) Scheme Meeting Chairman’s Address and Presentation Xref Limited (ASX: XF1) (Xref or Company) refers to the proposed acquisition of 100% of all the issued shares in Xref by SEEK International Investments Pty Ltd, a wholly owned subsidiary of
Slide 2: Scheme Meeting Proceedings 3 February 2025
Xref Limited ABN 34 122 404 666 Scheme Meeting Proceedings 3 February 2025
Slide 3: Opening and Welcome
Xref Limited Scheme Meeting Proceedings – 3 February 2025 OPENING AND WELCOME Good afternoon, ladies and gentlemen. My name is Tom Stianos and I am the Chair of Xref Limited. I extend a warm welcome to our shareholders and those in attendance at Xref’s Scheme Meeting. This meeting relates to the sch
Slide 4: Quorum, Introductions and Questions
Xref Limited Scheme Meeting Proceedings – 3 February 2025 Mathew Hunter from Automic is the returning officer for the purposes of conducting and determining the results of the poll. QUORUM AND OPENING OF MEETING We have a quorum of five members for this meeting, as required by Xref’s Constitution, a
Slide 5: Scheme consideration of $0.218 per share and premiums
Xref Limited Scheme Meeting Proceedings – 3 February 2025 On 14 November 2024, Xref announced it had entered into a Scheme Implementation Deed with SEEK under which SEEK agreed that it (or a wholly owned nominee of SEEK) would acquire all of the issued shares in Xref for cash consideration of $0.218
Slide 6: Directors' unanimous recommendation
Xref Limited Scheme Meeting Proceedings – 3 February 2025 The Xref Directors unanimously recommend that you vote in favour of the Scheme, in the absence of a Superior Proposal and subject to the Independent Expert continuing to conclude that the Scheme is in the best interests of Xref Shareholders.
Slide 7: Payment of the Scheme Consideration and Scheme Resolution
Xref Limited Scheme Meeting Proceedings – 3 February 2025 Payment of the Scheme Consideration will be made on the Implementation Date, which is expected to be Thursday, 20 February 2025. If you have not yet nominated a bank account through Automic’s website, we strongly recommend you do as soon as p
Slide 8: Proxy votes received
Xref Limited Scheme Meeting Proceedings – 3 February 2025 • 90,415,439 proxy votes in favour from 54 Xref Shareholders, representing 62.65% of the proxy votes and 70.13% of the number of Xref Shareholders voting by proxy; • 19,435,697 proxy votes undirected from 7 Xref Shareholders, representing 13.
Slide 9: Scheme Meeting: Scheme Resolution
(ASX: XF1) Scheme Meeting SCHEME RESOLUTION For poll voting, if you have any difficulty logging into the Automic Meeting Platform, please contact our Share Register, Automic, on 1300 816 159 (within Australia) or +61 2 8072 1479 (outside of Australia). Xref Limited ABN 34 122 404 666
Slide 10: Voting instructions
Voting instructions To contact support: Please call 1300 816 159 1 2 3 Go to Once logged in you will Click on “register” to (within Australia) or https://investor.automic.c see that the meeting is register your attendance +61 2 8072 1479 (outside of om.au/#/home open for registration. for the meetin
Slide 11: Voting instructions (continued)
Voting instructions (continued) To contact support: Please call 1300 816 159 4 5 6 Once the Chair of the To vote, simply select the Once voting is declared (within Australia) or Meeting declares voting direction in which you closed you must select +61 2 8072 1479 open, you should select would like t
Slide 12: Overview of Scheme
Overview of Scheme • On 21 May 2024, following several parties expressing interest in a potential acquisition of Xref, Xref announced a Strategic Review of its business. The review culminated in Xref receiving a non-binding and confidential proposal from SEEK Limited (SEEK) on 20 September 2024 to a
Slide 13: Reasons to vote for or against the Scheme
Reasons to vote for or against the Scheme Reasons why you may consider voting For ü Your Xref Directors unanimously recommend that you vote in favour of the Scheme, in the absence of a Superior Proposal (as defined in the Scheme Booklet) and subject to the Independent Expert continuing to conclude t
Slide 14: Independent Expert's conclusion & Board recommendation
Independent Expert’s conclusion & Board recommendation Independent Expert’s Conclusion • The Xref Directors appointed BDO Corporate Finance Australia Pty Ltd as the Independent Expert to assess the merits of the Scheme. • The Independent Expert concluded that the Scheme is fair and reasonable and in
Slide 15: Status of the conditions precedent
Status of the conditions precedent Implementation of the Scheme remains subject to the following conditions precedent: • approval of the Scheme Resolution by Xref Shareholders at today’s Scheme Meeting by the Requisite Majorities (as defined in the Scheme Booklet) – which will be determined today; a
Slide 16: Indicative implementation timetable
Indicative implementation timetable Event Date and Time * Monday, 3 February 2025 at Scheme Meeting 4.00pm Monday, 10 February 2025 at Second Court Hearing: For the approval of the Scheme. 3:00pm Effective Date: The date on which the Scheme becomes Effective and is binding on Xref Shareholders. Lodg
Slide 17: Scheme Resolution and voting thresholds
Scheme Resolution and voting thresholds To consider and, if thought fit, to pass, with or without amendment, the following resolution in accordance with section 411(4)(a)(ii) of the Corporations Act: “That pursuant to and in accordance with section 411 of the Corporations Act, the Scheme, the terms
Slide 18: Questions
Questions The Chair will call for any questions from Xref Shareholders Xref Limited ABN 34 122 404 666
Slide 19: Proxy results
Proxy results Number of votes cast % of votes cast Number of Shareholders % of Shareholders For 90,415,439 62.65 54 70.13 Against 34,466,501 23.88 17 22.08 Discretionary 19,435,697 13.47 7 9.09 Total* 144,317,637 100.00 77 100 Abstain 0 0 0 0 Requisite Majorities At least 75% More than 50% * Due to
Slide 20: Closure of Scheme Meeting
Closure of Scheme Meeting xref.com | Xf1.com