Acquisition of Western Areas Limited
Scheme Implementation Deed (SID) Summary
Summary of Key Terms
Key Terms
The SID governs the process for implementation of the Scheme under which IGO will acquire all Western Areas shares for consideration of A$3.36
per share.
The Scheme proceeding is subject to the satisfaction of certain conditions precedent including:
Western Areas' shareholder approval and Court approval;
the Independent Expert concluding the Scheme is in the best interest of Western Areas shareholders and not changing its conclusion; and
other customary conditions
IGO has a right to terminate the SID in the event of a material adverse change, prescribed occurrence or regulated event (as defined in the SID)
occurring in relation to Western Areas.
Western Areas is subject to customary exclusivity obligations including "no shop", "no talk" and notification obligations. IGO has a matching right in
respect of any Superior Proposal received by Western Areas.
In certain circumstances a reimbursement fee of A$10.96M is payable by Western Areas to IGO and a reverse reimbursement fee of A$10.96M may
also be payable by IGO to Western Areas in certain circumstances.
Refer to the full SID also released today for full details of the terms and conditions.
igo
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