Slides
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Silk Logistics Holdings Scheme Meeting Scheme of Arrangement for the proposed acquisition of Silk by DP World Australia 1 August 2025 at 10.00am Melbourne / Sydney time Deloitte T ouche T ohmatsu, 477 Collins Street, Melbourne, VIC, 3000 For personal use only
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ACKNOWLEDGMENT OF COUNTRY Silk acknowledges and pays respect to the Traditional Custodians of the land on which we operate, live and gather as a team. We recognise their continued connection to Country and Culture. We pay respect to Elders past, present and emerging. For personal use only
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Introduction and procedural matters For personal use only
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3 Introduction to the Silk Directors T erry Sinclair Non-Executive Chair John Sood Managing Director and Chief Executive Officer Brendan Boyd Non-Executive Director Stephen Moulton Non-Executive Director Louise Thurgood Non-Executive Director Cheryl Hayman Non-Executive Director For personal use only
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4 Procedural Matters • Boardroom has provided its formal report disclosing the proxy votes received and these will be displayed on the screen shortly. • As advised in the Notice of Meeting, where proxies have been properly nominated to be at the Chair’s discretion, those proxy votes will be cast in favour of today’s resolution. • If you have a question on the item of business, please hold your questions until the floor is opened for questions. We will address your questions during the Q&A session. Only shareholders who have been given their shareholder admission cards can ask questions at this time. Please raise your shareholder admission cards prior to speaking to identify yourself as a Shareholder. If you are acting as a proxy, please state clearly who you are appointed to represent when introducing yourself to the meeting • After the meeting closes, votes will be counted by the registry, Boardroom, and the results will be announced on the ASX as soon as possible. For personal use only
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Scheme Overview For personal use only
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6 Scheme Consideration • On 11 November 2024, Silk announced that it had entered into a Scheme Implementation Deed with DP World Australia, under which is proposed that DP World Australia will acquire all of the issued share capital of Silk at a cash price of $2.14 per share, by way of Scheme of Arrangement. • If the Scheme is approved and implemented, Silk Shareholders will receive $2.14 cash for each Silk Share held on the Scheme Record Date. This Scheme Consideration values Silk’s equity at approximately $174.5 million (based on 81,547,598 fully paid ordinary shares on issue) and represents: o a 45.6% premium to the last closing price of a Silk Share of $1.47 on 8 November (being the last day on which Silk Shares traded before the proposed Scheme was announced); o a 60.6% premium to the one-month VWAP of a Silk Share; and o a 58.4% premium to the three-month VWAP of a Silk Share. • Further details of the Scheme are outlined in detail in the Scheme Booklet and the Supplementary Scheme Booklet, which were made available to Shareholders in accordance with the orders of the Supreme Court of New South Wales. For personal use only
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7 Independent Expert’s conclusion • The Silk Directors appointed Kroll Australia Pty Ltd as the Independent Expert to assess the merits of the Scheme. • The Independent Expert has concluded that the Scheme is in the best interests of Silk Shareholders, in the absence of a Superior Proposal. • The Independent Expert’s full commentary in relation to the Scheme and the reasons why the Independent Expert originally reached this conclusion is contained in the Independent Expert’s Report which is included in the Scheme Booklet. • Additionally, alongside the release of Silk’s Supplementary Scheme Booklet to the ASX on 17 July 2025, the Independent Expert provided a Supplementary Independent Expert’s Report which confirmed, having regard to the passage of time and the potential for change in Silk’s financial performance and market conditions, the Independent Expert continues to conclude that the Scheme is in the best interest of Silk Shareholders, in the absence of a Superior Proposal. For personal use only
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8 Reasons you might vote for or against the Scheme Reasons to vote in favour of the Scheme Resolution The Independent Expert has concluded that the Scheme is in the best interests of Silk Shareholders, in the absence of a Superior Proposal. The Scheme Consideration represents an attractive premium relative to recent trading prices of Silk Shares prior to (and including) 8 November 2024 (as detailed on the previous slide) The all cash Scheme Consideration means that Silk Shareholders will receive certainty of value for their investment in Silk. If the Scheme is implemented you will no longer be exposed to certain risks associated with Silk’s Business. Silk will need to refinance a number of its debt facilities in late 2025 and 2026. The risks associated with that refinancing are described in the Scheme Booklet. You will not be exposed to those risks if the Scheme is implemented before the relevant refinancing date. No Superior Proposal has emerged. The Silk Share price will likely fall if the Scheme does not proceed and in the absence of a Superior Proposal. Brokerage charges will not apply to the transfer of your Silk Shares under the Scheme. Silk will incur an estimated $7.2 million (excluding GST) in transaction costs in relation to the Transaction. If the Scheme is implemented, these transaction costs will effectively be borne by DP World Australia. If the Scheme is not implemented, Silk will still incur an estimated $2.3 million (excluding GST) of one-off transaction costs which may not be recoverable. Reasons why you may consider voting against the Scheme Resolution ✘ You may disagree with the unanimous recommendation of the Silk Directors and with the Independent Expert’s conclusion that the Scheme is in the best interests of Silk Shareholders, in the absence of a Superior Proposal. ✘ You may prefer to participate in the future financial performance of Silk’s Business and continue to be exposed to certain risks associated with Silk’s Business. These risks are described in the Scheme Booklet. ✘ You may believe that it is in your best interests to maintain your current investment and risk profile. ✘ You may believe that there is potential for a Superior Proposal to emerge (none has emerged as at the time of this Scheme Meeting). ✘ The tax consequences of transferring your Silk Shares pursuant to the Scheme may not be attractive to you. For personal use only
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9 Reasons you might vote for or against the Scheme • If the Scheme does not become Effective and is not implemented, Silk Shareholders will not receive the Scheme Consideration. • Silk will continue, in the absence of a Superior Proposal, to operate as a standalone entity and remain listed on the ASX. • Unless Silk Shareholders choose to sell their Silk Shares on the ASX, Silk Shareholders will continue to hold Silk Shares and be exposed to both the risks (including those set out in this Section 7 of this Scheme Booklet) and potential future benefits in retaining exposure to Silk’s Business and assets. • The Silk Share price will also remain subject to market volatility and may fall in the absence of a Superior Proposal. For personal use only
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10 Silk Directors’ recommendation • The Silk Directors continue to believe that this Scheme in the best interests of Silk Shareholders. • The Silk Directors also confirm that as at the time of this Scheme Meeting, no Superior Proposal has emerged, nor are we aware of any Superior Proposal likely to emerge. • The Silk Directors unanimously recommend that you vote in favour of the Scheme. • Each Silk Director is voting, or procuring the voting of, all Silk shares held or controlled by them as at the time of this meeting in favour of the Scheme by voting in favour of the Scheme Resolution. • When considering the Silk Directors recommendations and voting intentions, and the Independent Expert’s opinion, Silk Shareholders should take into account the matters set out in those documents, including the reasons to vote for and against the Scheme. • Silk Shareholders should also have regard to the interests of Silk Directors in the outcome of the Scheme, as set out in Section 9 of the Scheme Booklet. For personal use only
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Silk Directors’ interests Silk Director Total value of financial benefit John Sood $23,622,169.78 Brendan Boyd $23,360,372.91 Terry Sinclair $418,964.22 Stephen Moulton $329,136.84 Louise Thurgood $196,491.06 Cheryl Hayman $107,000.00 • The total value of the financial benefits that each Silk Director will receive (either directly or indirectly) in respect of their Silk Shares, Silk Options and Silk Performance Rights held as at the date of this Scheme Meeting will be: • In respect of the recommendation of Director John Sood, Shareholders should have regard to the fact that Mr Sood is currently employed as Chief Executive Officer of Silk and receives employment benefits in that capacity as disclosed to ASX on 22 May 2024. Mr Sood’s employment status and his entitlement to receive those benefits will be unchanged if the Scheme is implemented, unless Silk and Mr Sood agree otherwise (with the exception that Mr Sood’s Silk Performance Rights will be cancelled in the manner described in Section 9.3.2 of the Scheme Booklet). Mr Sood has advised Silk that as at the date of this Scheme Meeting he has not been offered any additional payment or entitlement if the Scheme is implemented. • In respect of the recommendation of Directors T erry Sinclair and Stephen Moulton, Shareholders should have regard to the Cancellation Payments discussed in Section 3 of the Supplementary Scheme Booklet. For personal use only
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12 Status of conditions precedent • The Scheme Meeting was originally scheduled to be held in March 2025, however was postponed due to the regulatory approvals for the Scheme taking longer than expected. • The ACCC undertook a formal public review of the Scheme and have confirmed that it will not oppose the Scheme. • As Silk announced on 15 July 2025, DP World Australia received a written notice under the Foreign Acquisitions and Takeovers Act 1975 (Cth) that the Commonwealth government has no objections to the Scheme and the relevant Condition Precedent has been satisfied. • The Scheme is now principally conditional on: o Approval of the Scheme Resolution by Silk Shareholders at the Scheme Meeting by the requisite majorities – determined today; o No Target Prescribed Occurrence, no Target Regulated Event, and no Target Material Adverse Change having occurred between 9 November 2024 and 8.00am on the date of the Second Court Hearing (scheduled for Wednesday, 6 August 2025); and o Approval of the Scheme by the Supreme Court of New South Wales at the Second Court Hearing. • As at the time of today’s meeting, the Silk Directors are not aware of any circumstances which would cause any of the other outstanding conditions not to be satisfied (or waived, if applicable). For personal use only
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13 Implementation timetable Event Expected time and date Court hearing to approve the Scheme (Second Court Date) Wednesday, 6 August 2025 Effective Date Court order lodged with ASIC and Scheme becomes Effective Last day of trading in Silk Shares – Silk Shares will be suspended from trading on the ASX from close of trading Wednesday, 6 August 2025 Scheme Record Date For determining entitlements to Scheme Consideration 7.00pm (Sydney Time) on Monday, 11 August 2025 Implementation Date Provision of Scheme Consideration to Scheme Shareholders Transfer of Scheme Shares to DP World Australia Changes to the Silk Board of Directors to be effected Monday, 18 August 2025 All times and dates in the above timetable are references to the time and date in Sydney, Australia and all such times and dates are subject to change. Certain times and dates are conditional on the approval of the Scheme Resolution by Silk Shareholders and by the Court. Any changes will be announced by Silk to the ASX. For personal use only
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Scheme Resolution For personal use only
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15 Scheme Resolution The meeting is asked to consider and, if thought fit, pass the following Scheme Resolution: “That, pursuant to and in accordance with section 411 of the Corporations Act 2001 (Cth): a) the scheme of arrangement proposed between Silk Logistics Holdings Limited ACN 165 867 372 and the holders of its fully paid ordinary shares (Scheme), the terms of which are contained in and more particularly described in the Scheme Booklet (of which this Notice of Scheme Meeting forms part) is approved (with or without any modifications, alterations or conditions agreed in writing between Silk Logistics Holdings Limited ACN 165 867 372 and DP World Australia Limited ACN 129 842 093 and approved by the Court or any modifications, alterations or conditions as thought just by the Court to which Silk Logistics Holdings Limited ACN 165 867 372 and DP World Australia Limited ACN 129 842 093 agree in writing); and b) the directors of Silk Logistics Holdings Limited ACN 165 867 372 are authorised, subject to the terms of the Scheme Implementation Deed: i. to agree to any modifications, alterations or conditions with DP World Australia Limited ACN 129 842 093; ii. to agree to any modifications, alterations or conditions as are thought just by the Court; and iii. subject to approval of the Scheme by the Court, to implement the Scheme with any such modifications, alterations or conditions.” There are no voting exclusions on this Resolution. For personal use only
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Questions For personal use only
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Voting on the Scheme Resolution For personal use only
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18 Proxy Results Vote Direction Number of votes cast % of votes cast IN FAVOUR 58,937,586 99.09% OPEN 488,938 0.82% AGAINST 56,043 0.09% TOTAL 59,482,567 100% ABSTAIN 0 - Requisite Majorities for the Scheme Resolution to be passed: • a majority in number of Silk Shareholders present and voting on the resolution (either in person, by proxy or attorney, or in the case of a corporate holder, by duly appointed corporate representative); and • at least 75 per cent of the total number of votes cast on the Scheme Resolution (either in person, by proxy or attorney, or in the case of a corporate holder, by duly appointed corporate representative). For personal use only
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Closure of Scheme Meeting Thank you For personal use only