Scheme of Arrangement

On 30 August 2019, Dreamscape Networks Limited (ASX:DN8) (Dreamscape) announced that the Supreme Court of Western Australia ordered Dreamscape to convene and hold a meeting (Scheme Meeting) of all holders of fully paid ordinary shares in Dreamscape (Dreamscape Shareholders) to consider, and if thought fit, agree to a members' scheme of arrangement proposed between Dreamscape and the Dreamscape Shareholders (Scheme).

Despatch of Documentation

The Scheme Booklet (which also contains the Notice of Scheme Meeting), and the Notice of Meeting for the Siteplus Option as announced to the ASX on 30 August 2019, together with personalised Proxy Forms were despatched to Dreamscape shareholders on 4 September 2019.
Dreamscape is pleased to provide you with a link to access copies of the scheme booklet in connection with the Scheme and Scheme Meeting (Scheme Booklet) and notice of meeting convening the General Meeting (Notice of General Meeting).
Dreamscape shareholders should carefully read the Scheme Booklet in its entirety and the material accompanying it before deciding whether to vote in favour of the Scheme.

Directors Recommendation

The Independent Directors unanimously recommend that you vote in favour of the Scheme, in the absence of a superior proposal.

Independent Expert

Independent Expert has concluded that the Scheme is in the best interests of Dreamscape Shareholders in the absence of a superior proposal.

Meetings

The venue for the Meetings will be at  HLB Mann Judd, Level 4, 130 Stirling Street, Perth, Western Australia.
The General Meeting for the Siteplus Option will be held on  Monday, 7 October 2019 at 9:30 AM (WST);
and The Scheme Meeting will immediately follow the General Meeting at  10:30 AM (WST) on Monday, 7 October 2019.


Each shareholder’s vote is important to determining whether or not the Scheme proceeds. All shareholders registered as at 5:00pm (Perth time) on 5 October 2019 will be entitled to vote at the Scheme Meeting, and are encouraged to do so.
Dreamscape shareholders do not need to attend the Scheme Meeting in person to vote, as their vote can be made by proxy by completing the personalised proxy form enclosed with the Scheme Booklet being sent to shareholders. Instructions for proxy lodgement, including an option to lodge the proxy form online, is included on the proxy form.

Proxy Forms

There are two proxy forms for Dreamscape Shareholders to submit:

  1. the Proxy Form for the General Meeting, and
  2. the Proxy Form for the Scheme Meeting.

In order for your proxies to be valid, please make sure you submit your Proxy Forms in accordance with the instructions in the form.

You must submit your Proxy Form for the General Meeting by no later than 9:30am (WST) on 5 October 2019, and your Proxy Form for the Scheme Meeting by no later than 10:30am (WST) on 5 October 2019.

Important Dates and Times

Expected important dates and times for the Scheme are set out below:

2019
5 Oct at 9:30 AM (WST)
Latest time and date by which completed Proxy Forms for the General Meeting must be received
5 Oct at 10:30 AM (WST)
Latest time and date by which completed Proxy Forms for the Scheme Meeting must be received
5 Oct at 5:00 PM (WST)
Time and date for determining eligibility of registered Dreamscape Shareholders to vote at the General Meeting
5 Oct at 5:00 PM (WST)
Time and date for determining eligibility of registered Dreamscape Shareholders to vote at the Scheme Meeting
7 Oct at 9:30 AM (WST)
Time and date of the General Meeting
7 Oct at 9:30 AM (WST)
Time and date of the Scheme Meeting

If the Scheme is approved by Dreamscape Shareholders, the expected timetable for implementation of the

2019
14 Oct
Second Court Date for approval of the Scheme
15 Oct
Effective Date on which the Scheme comes into effect and is binding on Dreamscape Shareholders

Court order lodged with ASIC and announced on the ASX. Last day of trading in Dreamscape Shares on the ASX (with Dreamscape Shares suspended from close of trading).

2019
22 Oct
Record Date for determining entitlements to Scheme Consideration
29 Oct
Implementation Date payment of Scheme Consideration to Dreamscape Shareholders

All dates following the date of the Scheme Meeting are indicative only and, among other things, are subject to all necessary approvals from the Court and any other regulatory authority. Any changes to the above timetable (which may include an earlier or later date for the Second Court Hearing will be announced through the ASX and notified on Dreamscape's website at  ASX Annnouncements  on  www.dreamscapenetworks.com.

Dreamscape will continue to keep shareholders updated on status of the Scheme as the timetable progresses.

Dreamscape Shareholder Information

If you require a hard copy of the documents or forms mentioned above or require further information or have questions in relation to the Scheme, please contact the Dreamscape Shareholder Information Line on the numbers below:

Within Australia:
08 9422 0894
Outside Australia:
+61 8 9422 0894