WHAT IS HAPPENING?
A general securityholder meeting (Meeting) is being called to consider the proposed delisting of Redcape (Proposal). Since IPO in November 2018, Redcape has consistently traded at a discount to Directors NAV. Despite strong underlying performance, Redcape has faced and continues to face significant headwinds in obtaining broader institutional and retail investor support in the listed market. As a result of this, the Independent Board Committee believes that the Proposal is the most attractive pathway to achieve better liquidity alternatives at pricing which more closely aligns to the underlying value of Redcape’s portfolio and Directors NAV. The Proposal would provide optionality for securityholders to either remain invested in an open-ended unlisted fund with a high-quality underlying asset base or realise their investment at $1.15 per Redcape Security, a significant premium to the current trading price, under a Buy-Back which would be conducted prior to delisting.
The Independent Expert, Grant Thornton Corporate Finance Pty Ltd, has concluded that Non-Associated Securityholders should vote in favour of the Proposal as it provides them with a number of key benefits.
Having regard to the Independent Expert opinion and the advantages and disadvantages of the Proposal, the Independent Board Committee believes that the Proposal is in the best interests of Redcape Securityholders in the absence of a superior proposal. The Independent Board Committee recommends that Redcape Securityholders vote in favour of each of the Resolutions to be considered at the Meeting, and each of the members of the Independent Board Committee intend to vote any Redcape Securities they hold in favour of each of the Resolutions. In addition, all members of the Independent Board Committee do not intend to participate in the Buy-Back and intend to retain their Redcape securities post delisting.
The Notice of Meeting and Explanatory Statement contain detailed information regarding the Proposal, including its advantages, disadvantages and risks. You are encouraged to access the Notice of Meeting and Explanatory Statement and read these documents in their entirety before making a decision regarding how to vote. The Meeting is important and you are encouraged to exercise your right to vote.
NOTICE OF GENERAL MEETING
Notice is given that a general meeting of holders of securities in Redcape Hotel Group (Redcape) will be held at:
Time: 11:00am (Sydney time)
Date: Friday, 10 September 2021
Place: Redcape Securityholders can attend the Meeting online at https://web.lumiagm.com/394879042.
In light of current uncertainty and potential health risks associated with large gatherings during the COVID-19 pandemic, the Meeting will be conducted entirely online and there will not be a physical meeting where Redcape Securityholders and their proxies, attorneys or corporate representatives can attend in person.
Entitlement to vote: The time for determining eligibility to vote at the Meeting is 7:00pm (Sydney time) on Wednesday 8 September 2021.
Attending the Meeting: In order to participate in the Meeting online, including by casting any votes or asking any questions, Redcape securityholders will need to:
- access the online platform on their computer or other device at the time of the Meeting via https://web.lumiagm.com/394879042;
- login to the online platform using their Voting Access Code (VAC) (located on the first page of the Proxy Form), the Meeting ID 394-879-042 and their password; and
- follow the relevant prompts on screen.
Voting by proxy: If you wish to vote by proxy, please complete and return the Proxy Form provided to you by following the instructions set out in the Notice of Meeting in sufficient time so that it is received by Boardroom no later than 11:00am AEST, Wednesday 8 September 2021.
For further information regarding the business of the Meetings and online participation, including how to vote and ask questions please read the Notice of Meeting and Explanatory Statement.
If you encounter any issues in accessing the Notice of Meeting and Explanatory Statement online, or have any questions concerning the Meeting, please contact the information line on 1300 737 760 (within Australia) or +61 2 9290 9600 (outside Australia) between 8:30am and 5:30pm (Sydney time) Monday to Friday, for assistance.