Scottish Pacific Scheme Implementation Agreement

“This is due to the fact that COG, when COG purchased securities from CML, appears to have specifically spent the equity financing contracted by COG to fulfill its obligation to fund the underperformance of the system,” the company explained. The program also requires approval from the FIRB, the ACCC declaration, the approval of the court and cmL shareholders. CmL Group (CGR) has decided to terminate the programme implementation agreement with the Consolidated Operations Group (COG) and to sign it with the Scottish Pacific Group. CML said the programme with Scottish Pacific was very well implemented. The programme is subject to the conditions to which an independent expert belongs who examines the project to see if the agreement is the most interesting for the shareholders. CML told its shareholders yesterday that any transaction proposed by COG was “highly uncertain.” The company said COG CML did not present a transaction capable of stabbing it. On March 4, 2020, Consolidated Operations announced “that it does not intend to vote for the [Scottish Pacific] program of its 17.4% stake in CML and that it intends to be an active core shareholder of CML.” According to an article in the Australian Financial Review on March 5, 2020, Sandon Capital Investments Limited, a shareholder of CML and the consolidated operations, “has informed the financier`s chairman, Greg Riley, that he will `vote against the Scottish Pacific Scheme`. A programme brochure regarding Scottish Pacific`s programme is being prepared and is expected to be sent to shareholders in April 2020, subject to asic registration and court approval. On 13 November 27, 2019, CML entered into a programme implementation agreement with Consolidated Operations Group Limited (COG SIA). On 11 December 2019, CML received an unsolicited indicative and conditional offer from Scottish Pacific Group Limited to acquire 100% of the share capital issued by CML. “CML will ask the court to cancel the Scheme meeting regarding the scheme with COG,” the company told the market.

In November, CML was contacted for the first time by COG and entered into a merger agreement. COG`s offer was a mix of scrip coG and cash and at the time involved an implied value of 48ยข per share. As part of the program, CML requested a payment of US$500,000 to get rid of COG. On January 30, 2020, Consolidated Operations announced that due to market acquisitions on January 28 and 29 acquired a relevant interest in 17.36% of the voting shares issued by CML on January 1, 2020. Consolidated Operations then announced that part of these acquisitions were made through a special crossover. The shares were acquired for a premium proportional to the implied value of the consideration offered under the Consolidated Transactions Plan. CML and Consolidated Operations continued with the Consolidated Operations Scheme, while Scottish Pacific performed due diligence. On December 24, 2019, CML published in an ASX announcement a schematic brochure regarding the Consolidated Operations Regime. . . .

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