Following is the text of the addresses to be given by the Chairman and
related presentation slides to be presented at a meeting of the Company''s
shareholders convened to consider the proposal from Hanesbrands Inc. to
acquire (through its subsidiary) all of the shares in Pacific Brands via a
Scheme of Arrangement. The meeting of the Company''s shareholders commences
at 10.00 am today.
Good morning ladies and gentlemen,
Introduction
I''m Peter Bush, Chairman of your Company and I welcome you to this important
Scheme Meeting for Pacific Brands.
Before we proceed, I ask that any mobile devices are turned off.
I have confirmed with the Company Secretary that we have a quorum present and
I declare this meeting open.
Joining me on stage are:
? David Bortolussi, our Chief Executive Officer
? David Muscat, our Chief Financial Officer
? John Grover, our General Counsel and Company Secretary
And my fellow non-executive directors:
? Stephen Goddard, Chair of our Audit, Business Risk and Compliance Committee
? Kiera Grant
? James King
? Helen Nash, Chair of our People & Remuneration Committee; and
? Linda Nicholls AO
There will be an opportunity to ask questions during the meeting, should you
so wish.
Overview of the Scheme
Ladies and Gentlemen, today is a significant day in the history of Pacific
Brands. Today, shareholders will be asked to vote on a proposed scheme of
arrangement pursuant to which a subsidiary of Hanesbrands Inc. will acquire
100% of Pacific Brands'' shares for A$1.15 per share in cash, comprising:
? a fully franked special dividend of 9.4 cents per share; and
? cash consideration under the scheme of $1.056 per share
Hereafter I will refer to this arrangement as the Scheme.
Pacific Brands is Australia''s leading underwear and home furnishing company.
The Scheme proposal is an acknowledgement of the work done over the past two
years that has seen the Board and management team under David Bortolussi''s
leadership reshape and simplify the business to focus on our highest quality
brands and improve operational performance.
Our people are some of the best in the industry and they are central to what
makes this company and our brands so special. I would like to take this
opportunity to acknowledge and thank Pacific Brands'' current and past
employees. I would also like to thank my fellow Directors and our executive
team for their contribution.
And finally I would like to thank you, our shareholders, for your support.
The purpose of this meeting is to consider and, if thought fit, to pass the
following resolution, which is set out in the notice of meeting contained in
Annexure D of the Scheme Booklet:
"That, pursuant to and in accordance with section 411 of the Corporations Act
2001, the Scheme of Arrangement (the terms of which are described in the
Scheme Booklet of which the notice convening this meeting forms part) is
agreed to (with or without modification as approved by the Supreme Court of
Victoria)."
In order for the resolution to be passed, it must be agreed to by:
o a majority in number of shareholders of Pacific Brands present and voting
at the meeting (either in person or by proxy); and
o at least 75% of the total number of votes cast on the resolution at the
meeting by shareholders of Pacific Brands present and voting at the meeting
(either in person or by proxy).
Reasons to vote in favour of the Scheme
Your Board of Directors spent significant effort considering and negotiating
the offer from Hanesbrands Inc. This included the Board undertaking a range
of analyses to understand the value of the company on a standalone basis and
alternative strategic options. Your Directors and the management team also
facilitated a thorough due diligence process conducted by Hanesbrands Inc.,
which resulted in the Scheme being proposed to shareholders today.
The Scheme Booklet sets out the numerous reasons why the Pacific Brands Board
recommends you vote in favour of the Scheme, and these are summarised on this
page.
The Scheme is compelling for shareholders, representing attractive value for
your shares. Furthermore, Hanesbrands Inc. can provide Pacific Brands with
the opportunity to accelerate the growth of our iconic brands, which will
deliver positive opportunities for our employees, customers and consumers.
The Independent Expert, Grant Samuel & Associates, has also concluded that
the Scheme is fair and reasonable, and therefore is in the best interests of
shareholders in the absence of a superior proposal. A copy of the Independent
Expert''s Report is included in Annexure A of the Scheme Booklet.
The Board can confirm that no competing proposal has been received to date by
Pacific Brands and the Pacific Brands Directors are not in discussions with
any other interested third parties.
I can also provide an update on Pacific Brands'' application to the Australian
Taxation Office, requesting a Class Ruling to confirm the key taxation
implications of the Scheme. The ATO has provided the company with a draft
Class Ruling, the content of which is consistent with the general overview of
the tax implications contained in the Scheme Booklet, including the
implications of the fully franked Special Dividend. I note that the draft
Class Ruling is not legally binding on the ATO and only a final Class Ruling
can be relied on by Scheme Shareholders. Pacific Brands expects the final
Class Ruling to be issued in early August. When this is released, it will be
available on the ATO website.
Your Directors have carefully considered the proposed Scheme and unanimously
recommend that shareholders should vote in favour of the resolution. Each
Director intends, in relation to any shares held or controlled by them, to
vote in favour of the Scheme at today''s meeting.
Why you may wish to vote against
Although the Scheme is recommended unanimously by your Directors, and the
Independent Expert has concluded that the Scheme is in the best interests of
Pacific Brands Shareholders, factors which may lead you to consider voting
against the Scheme are set out in the Scheme Booklet.
Timetable to implementation
If the Scheme is approved by Pacific Brands shareholders, the Second Court
Hearing will take place at 2.00pm on Monday, 27 June 2016 at the Supreme
Court of Victoria. The Court''s approval of the Scheme is the final condition
of the Scheme.
If the Court approves the Scheme, a copy of the Court order approving the
Scheme will be lodged with ASIC and the Scheme will become effective. Pacific
Brands will apply to the ASX for shares to be suspended from official
quotation on the ASX from close of trade on this day.
Shareholders on the register at 7.00pm on Thursday, 30 June 2016 will be
entitled to receive the special dividend of 9.4 cents per share, expected to
be paid on Thursday, 7 July 2016. Shareholders on the register at 7.00pm on
Friday, 8 July 2016 will be entitled to receive the cash consideration of
$1.056 per share, expected to be paid on Friday, 15 July 2016.
End CA:00284612 For:PBG Type:S/A Time:2016-06-24 10:50:35