SCHEMES
OVERVIEW

BACKGROUND

Viridian Financial Group Ltd (‘Viridian’ or ‘Company’) entered into a scheme implementation deed (‘SID’) on 27 June 2025 with Vivid Bidco Pty Ltd (‘Bidco’), an entity owned indirectly by funds and their related entities managed and / or advised (‘TA Funds’) by TA Associates Management, L.P. (together with its affiliated entities, ‘TA Associates’), in relation to the proposed acquisition by Bidco of 100% of the shares on issue in Viridian by way of two inter-conditional schemes of arrangement (‘Schemes’), being a scheme in relation to the ordinary shares in Viridian (‘Ordinary Scheme’) and a scheme in relation to the Sentinel shares in Viridian (‘Sentinel Scheme’).

SCHEMES

The Schemes are inter-conditional, meaning that unless both are approved by the requisite majorities of Ordinary Shareholders or Sentinel Shareholders (as applicable) and the Court, the Schemes cannot proceed.  In the event the Ordinary Scheme is approved by the requisite majority of Ordinary Shareholders and the Court, but the Sentinel Scheme is not, Bidco can waive (in its absolute discretion) the inter-conditionality of the Schemes to allow the Ordinary Scheme to proceed without the Sentinel Scheme.

If both the Schemes are approved by the requisite majorities of Scheme Shareholders and the Court, the Schemes will be implemented, in which case Bidco will acquire 100% of shares on issue in Viridian for consideration representing A$5.35 in value per Ordinary Share or Sentinel Share (‘Scheme Consideration’). However, if only the Ordinary Scheme proceeds without the Sentinel Scheme, in circumstances where Bidco waives the Sentinel Scheme as a condition precedent to the Ordinary Scheme, Bidco will only acquire 100% of the ordinary shares in Viridian on implementation of the Ordinary Scheme (and not the Sentinel shares). 

CANCELLATION OF FORFEITED SENTINEL SHARES

Pursuant to section 258D of the Corporations Act 2001 (Cth), a general meeting of Viridian shareholders will be held immediately prior to the Ordinary Scheme Meeting and the Sentinel Scheme Meeting to approve the cancellation of certain forfeited Sentinel shares that the Viridian Board has approved as being forfeited in accordance with the terms of those shares (‘SEN Share Cancellation Resolution’).

SCHEME CONSIDERATION

If the Schemes are approved and become Effective, Scheme Shareholders will be given the opportunity to elect to receive their Scheme Consideration in one of the following ways:

  • Ordinary Scheme:
    • all Ordinary Scheme Cash Consideration, equating to $5.35 in cash for each Ordinary Scheme Share (subject to the Scaleback Mechanism);
    • all Ordinary Scheme Scrip Consideration, equating to 1 Holdco Ordinary Share representing $5.35 in value for each Ordinary Scheme Share; or
    • Ordinary Scheme Mixed Consideration, being a mixed percentage (at the Ordinary Scheme Shareholder’s election) of Ordinary Scheme Cash Consideration and Ordinary Scheme Scrip Consideration representing $5.35 in total value for each Ordinary Scheme Share (subject to the Scaleback Mechanism);
  • Sentinel Scheme:
    • all Sentinel Scheme Scrip Consideration, equating to 1 Holdco Sentinel Share representing $5.35 in value for each Sentinel Scheme Share (regardless of whether the Sentinel Scheme Share is fully or partly paid); or
    • Sentinel Scheme Mixed Consideration, being the following mixed percentage of Sentinel Scheme Cash Consideration and Sentinel Scheme Scrip Consideration (which when calculated on a per Sentinel Scheme Share basis represents $5.35 in value for each Sentinel Scheme Share, regardless of whether the Sentinel Scheme Share is fully or partly paid):
      • up to a certain percentage (at the Sentinel Scheme Shareholder’s election) of their Sentinel Scheme Shares exchanged for Sentinel Scheme Cash Consideration, subject to a cap on that percentage of (a) if the Paid Up Amount[1] as a percentage of the value of the Sentinel Scheme Consideration (i.e. $5.35) is less than 30%, that paid up percentage; or (b) in all other cases 30%; and
      • the remaining percentage of their Sentinel Scheme Shares exchanged for Sentinel Scheme Scrip Consideration

[1] The Paid Up Amount is $5.35, less the total amount of unpaid capital on all Sentinel Scheme Shares held by that Sentinel Scheme Shareholder, divided by the number of Sentinel Scheme Shares held by that Sentinel Scheme Shareholder.

BOARD RECOMMENDATION AND INTENTIONS

The Viridian Directors unanimously recommend that Viridian shareholders:

  • vote in favour of the Ordinary Scheme, in the absence of a Superior Proposal and subject to the Independent Expert continuing to conclude that the Ordinary Scheme is in the best interests of the Ordinary Shareholders; and
  • vote in favour of the Sentinel Scheme, in the absence of a Superior Proposal and subject to the Independent Expert continuing to conclude that the Sentinel Scheme is in the best interests of the Sentinel Shareholders and the Ordinary Scheme is in the best interests of the Ordinary Shareholders; and
  • vote in favour of the SEN Share Cancellation Resolution

Each Viridian Director intends to vote or cause to be voted, all Viridian shares held or controlled by them in favour of the relevant Scheme at the relevant Scheme Meeting, in the absence of a Superior Proposal and subject to the Independent Expert continuing to conclude that each of the Schemes are in the best interests of the relevant class of Viridian shareholders, and in favour of the SEN Share Cancellation Resolution at the General Meeting.

KEY DATES

COURT HEARING DATES

  • First Court Hearing: 21 August 2025.
  • Second Court Hearing: 30 September 2025.

 

SHAREHOLDER MEETING DATES

  • General Meeting: 24 September 2025 at 2:00 pm (AEST)
  • Ordinary Scheme Meeting: 24 September 2025 at 3:00 pm (or as soon as reasonably practicable after the conclusion or adjournment of the General Meeting, whichever time is later) (AEST)
  • Sentinel Scheme Meeting: 24 September 2025 at 4:00 pm (or as soon as reasonably practicable after the conclusion or adjournment of the Ordinary Scheme Meeting, whichever time is later) (AEST)

 

ANNOUNCEMENTS